University of Illinois 
Library at 
Urbana-Champaign 
Oak St. 
Unclassified 


California Gas and Electric Corporation 


TO 


Union Trust Company of San Francisco 
TRUSTEE 


UNIFYING AND REFUNDING MORTGAGE 


Dated November 1, 1907, 


Securing 
UNIFYING AND Rerunpinac Mortaace Five Per Cent. 


Tuirty-YEAR GoLD Bonps. 


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An Srudernture dated this first day of November, 
one thousand nine hundred and seven, by and between 
Cauirornia Gas AND HiLEcTRIC CoRPORATION, a corpora- 
tion organized and existing under and by virtue of the 
laws of the State of California, and having its office and 
principal place of business in the City and County of 
San Francisco, in said State (hereinafter called the 
‘‘California Corporation’’), party of the first part, and 
Union Trust Company oF San FRANcIsco, a corporation 
organized and existing under and by virtue of the laws 
of the State of California and having its office and prin- 
cipal place of business in the City and County of San 

. Francisco, in said State (hereinafter called the ‘‘Trus- 
tee’’), party of the second part. 


Wuereas the California Corporation has succeeded to 
‘all of the property, rights, and franchises formerly 
owned by Oakland Gas, Light and Heat Company, Oak- 
‘land Equitable Gas Company, Yuba Electric Power 
Company, Nevada County Electric Power Company, Bay 
‘Counties Power Company, Valley Counties Power Com- 
$ pany, Stockton Water Company, Blue Lakes Water Com- 
pany, The Standard Electric Company of California, 
. Berkeley Electric Lighting Company, United Gas and 
» Electric Company, and San Mateo Power Company; also 
“all property, rights, and franchises formerly owned by 
~ the Sacramento Hlectric, Gas and Railway Company and 


1 


the Central Electric Railway Company (except street 
railway properties and properties and franchises appur- 
tenant to such street railways), all of said corporations 
being corporations organized under the laws of the State 
of California; and the California Corporation has ac- 
quired and now owns or controls all or substantially all 
of the capital stock of the above-named corporations and 
also of the South Yuba Water Company, a corporation 
organized under the laws of the State of New York, and 
of the Central California Electric Company, a corpora- 
tion organized under the laws of the State of New 


Jersey; and 


Wuersas, said Oakland Gas, Light and Heat Company, 
prior to the acquisition of its properties by the Calli- 
fornia Corporation and on or about the 16th day of 
March, 1891, did execute and deliver to the California 
Safe Deposit and Trust Company, as trustee, its First 
Mortgage bearing that date, to secure the payment of 
its bonds to the amount of $1,000,000, such bonds bear- 
ing interest at the rate of five per cent. per annum and 
maturing on the 16th day of March, 1916, all of which 
bonds have been issued and are still outstanding; and 


Wuergas, said Yuba Electric Power Company, prior 
to the acquisition of its properties by the California Cor- 
poration as aforesaid and on or about the 1st day of 
June, 1899, did execute and deliver to the Mercantile 
Trust Company of San Francisco, as trustee, its First 
Mortgage bearing that date, to secure the payment of its 
bonds to the amount of $1,000,000, such bonds bearing 


2 


six per cent. interest and maturing June 1, 1929, of 
which bonds to the amount of $186,000 have been issued 


and are still outstanding; and 


Wuereas said Nevada County Electric Power Com- 
pany, prior to the acquisition of its properties by the 
California Corporation as aforesaid and on or about 
the first day of October, 1898, did execute and deliver to 
the Union Trust Company of San Francisco, as trustee, 
its First Mortgage bearing that date to secure the pay- 
ment of its bonds to the amount of $300,000, such bonds 
bearing six per cent. interest and maturing October 1, 
1928, of which bonds to the amount of $171,000 have 
been issued and are still outstanding; and 


Wuersas said Bay Counties Power Company, prior to 
the acquisition of its properties by the California Corpo- 
ration as aforesaid and on or about the first day of Sep- 
tember, 1900, did execute and deliver to the Mercantile 
Trust Company of San Francisco, as trustee, its First 
Consolidated Mortgage, bearing that date, to secure the 
payment of its First Consolidated Mortgage Five Per 
Cent. Sinking Fund Thirty-Year Gold Bonds to the 
amount of $2,250,000, maturing September 1, 1930, of 
which bonds to the amount of $1,848,000 have been is- 
sued and are still outstanding, and bonds to the amount 
of $357,000 are reserved for the retirement of said out- 
standing bonds of the Yuba Electric Power Company 
and the Nevada County Electric Power Company, and 


Wuerstas said First Consolidated Mortgage of the Bay 
Counties Power Company provides for the creation and 


3 


maintenance of a sinking fund for the redemption of 
the bonds issued under said First Consolidated Mort- 
gage by the payment to the trustee thereunder of the 
following sums at the times and in the manner following: 


Commencing with the year 1905, and on the first day 
of June of that year and on the first day of June of each 
year thereafter for and during the next ensuing and suc- 
ceeding four years, a sum equal to one per cent. of the 
aggregate amount of the bonds then issued and outstand- 
ing; and commencing with the year 1910, and on the first 
day of June of that year and on the first day of June of 
each year thereafter for and during the next ensuing and 
succeeding four years, a sum equal to one and a half per 
cent. of the aggregate amount of the bonds then issued 
and outstanding; and commencing with the year 1915, 
and on the first day of June of that year and on the first 
day of June of each year thereafter for and during the 
next ensuing and succeeding four years, a sum equal to 
two per cent. of the aggregate amount of the bonds then 
issued and outstanding; and commencing with the year 
1920, and on the first day of June of that year and on 
the first day of June of each year thereafter for and dur- 
ing the next ensuing and succeeding four years, a sum 
equal to two and a half per cent. of the aggregate 
amount of the bonds then issued and outstanding; and 
commencing with the year 1925, and on the first day of 
June of that year and on the first day of June of each 
year thereafter for and during the next ensuing and suc- 
ceeding four years, a sum equal to three per cent. of the 
aggregate amount of the bonds then issued and outstand- 
ing; and 


WueEREas said Bay Counties Power Company, prior to 
the acquisition of its properties by the California Corpo- 
ration as aforesaid and on or about the first day of 
April, 1901, did execute and deliver to the Union Trust 
Company of San Francisco, as trustee, its Second Mort- 


$ 


gage, bearing that date, to secure the payment of its 
Second Mortgage Gold Bonds to the amount of $750,000, 
bearing six per cent. interest and maturing April Ist, 
1931, subject, however, to the right of the Bay Counties 
Power Company or its successors to redeem said bonds 
at any time prior to their maturity, upon notice given 
as provided in said mortgage, at one hundred and five 
per cent. of the face value thereof and accrued interest, 
all of which Second Mortgage Bonds have been issued 


and are still outstanding; and 


WuereFas said Valley Counties Power Company, prior 
to the acquisition of its properties by the California Cor- 
poration as aforesaid and on or about the first day of 
May, 1902, did execute and deliver to the Mercantile 
Trust Company of San Francisco, as trustee, its First 
Mortgage, bearing that date, to secure the payment of 
its First Mortgage Five Per Cent. Sinking Fund Twenty- 
eight Year Gold Bonds to the amount of $2,500,000, ma- 
turing May 1, 1930, all of which bonds have been issued 
and are still outstanding; and 


Wuenreas said First Mortgage of the Valley Counties 
Power Company provides for the creation and mainte- 
nance of a sinking fund to be applied to the redemption 
of bonds issued under said First Mortgage by the pay- 
ment to the trustee thereunder of the following sums at 
the times and in the manner following, to wit: 

Commencing with the year 1905, and on the first day 


of November of that year and on the first day of Novem- 
ber in each year thereafter for and during the next 


ensuing and succeeding four years, a sum equal to one 
per cent. of the aggregate amount of bonds then issued 
and outstanding; and commencing with the year 1910, 
and on the first day of November of that year and on 
the first day of November in each year thereafter for 
and during the next ensuing and succeeding four years, 
a sum equal to one and a half per cent. of the aggregate 
amount of the bonds then issued and outstanding; and 
commencing with the year 1915, and on the first day of 
November of that year and on the first day of November 
in each year thereafter for and during the next ensuing 
and succeeding four years, a sum equal to two per cent. of 
the aggregate amount of the bonds then issued and out- 
standing; and commencing with the year 1920, and on the 
first day of November of that year and on the first day 
of November in each year thereafter for and during the 
next ensuing and succeeding four years, a sum equal to 
two and a half per cent. of the aggregate amount of the 
bonds then issued and outstanding; and commencing 
_ with the year 1925, and on the first day of November of 

that year and on the first day of November in each year 
thereafter for and during the next ensuing and succeed- 
ing four years, a sum equal to three per cent. of the 
ageregate amount of the bonds then issued and out- 
standing; and 


Wuereas the said Stockton Water Company, prior to 
the acquisition of its properties by the California Corpo- 
ration as aforesaid and on or about the first day of 
April, 1891, did execute and deliver to the Illinois Trust 
and Savings Bank, as trustee, its First Mortgage bear- 
ing that date, to secure the payment of its bonds to the 
amount of $500,000, such bonds bearing six per cent. 
interest and maturing April 1, 1911, of which bonds to 
the amount of $297,000 have been issued and are still 
outstanding, subject, however, to the right of the Stock- 


ton Water Company or its assigns absolutely or by the 
operation of the sinking fund hereafter mentioned to re- 
deem and pay said bonds in consecutive order by num- 
ber, beginning with Number 1, at one hundred and five 


per cent. of their face value and accrued interest; and 


Wuereas said First Mortgage of the Stockton Water 
Company provides for the maintenance of a sinking fund 
by payment in each year to the trustee thereunder of a 
sum equal to fifteen per cent. per annum of the gross 
water rates received by said Stockton Water Company, 
such payment to be made in instalments on the Ist days 
of April and October in each year and such sinking fund 
to be applied to the purchase and cancellation of bonds 
issued under said First Mortgage in the manner therein 


provided; and 


Wuereas said Blue Lakes Water Company, prior to 
the acquisition of its properties by the California Cor- 
poration as aforesaid, and on or about the 15th day of 
March, 1893, did execute and deliver to the California 
Safe Deposit and Trust Company, as trustee, its First 
Mortgage, bearing that date, to secure the payment of 
its First Mortgage Gold Bonds to the amount of $5,000,- 
000, such bonds to bear interest at the rate of six per 
cent. per annum and to mature March 15, 1938, of which 
bonds to the amount of $725,000 have been issued and 
are still outstanding; and 


Wuereas said The Standard Electric Company of 
California, prior to the acquisition of its properties by 
the California Corporation as aforesaid, and on or about 


fi 


the first day of September, 1899, did execute and deliver 
to the Mercantile Trust Company, a New York corpora- 
tion, as trustee, its First Mortgage bearing that date, 
to secure the payment of its First Mortgage Gold Bonds 
to the amount of $5,000,000, bearing five per cent. inter- 
est and maturing September 1, 1939, all of which bonds 


have been issued and are still outstanding; and 


Wuerras said United Gas and Electric Company, 
prior to the acquisition of its properties by the Cali- 
fornia Corporation as aforesaid, and on or about the 
first day of July, 1902, did execute and deliver to the 
Mercantile Trust Company of San Francisco as trustee 
its First Mortgage bearing that date, to secure the 
payment of its First Mortgage Bonds to the amount of 
$2,000,000, such bonds bearing interest at the rate of 
five per cent. per annum and maturing July Ist, 1932, | 
all of which bonds have been issued and are still out- 
standing; and 


Wuersas said First Mortgage of the United Gas and 
Electric Company provides for the creation and mainte- 
nance of a sinking fund to be applied to the redemption 
and payment of bonds issued under said First Mortgage 
as follows: 


Commencing with the year 1907, and on the first day 
of July of that year, and on the first day of July in each 
year thereafter for and during the next ensuing and 
succeeding five years, there shall be set apart from the 
net income received by said company (United Gas and 
Electric Company) during the next preceding twelve 
months a sum equal to two per centum on the aggre- 
gate amount of the bonds then issued and outstanding; 


8 


and commencing with the year 1912, and on the first day 
of July of that year, and on the first day of July in each 
year thereafter for and during the next ensuing and 
succeeding five years, there shall be set apart from the 
net income received by said company during the next 
preceding twelve months a sum equal to three per 
centum of the aggregate amount of the bonds then is- 
sued and outstanding; and commencing with the year 
1917, and on the first day of July of that year, and on 
the first day of July.in each year thereafter for and 
during the next ensuing and succeeding five years there 
shall be set apart from the net income received by said 
company a sum equal to four per centum of the aggre- 
gate amount of the bonds then issued and outstanding; 
and commencing with the year 1922, and on the first day 
of July of that year, and on the first day of July in each 
year thereafter for and during the next ensuing and 
succeeding five years, there shall be set apart from the 
income received by said company a sum equal to five 
per centum of the aggregate amount of the bonds then 
issued and outstanding; and commencing with the year 
1927, and on the first day of July of that year, and on 
the first day of July in each year thereafter and for 
and during the next ensuing and succeeding five years, 
there shall be set aside from the net income received by 
said company during the preceding twelve months a sum 
of money equal to six per centum of the aggregate 
amount of the bonds then issued and outstanding; and 
if in any period of twelve months above mentioned the 
net income shall be less than the per centum of the ag- 
gregate amount of bonds then issued and outstanding 
so made payable into said sinking fund, then the whole 
net income, if any, for such twelve months shall be paid 
into said sinking fund as fast as there shall be in any 
such period of twelve months a surplus of net income 
over and above such sinking fund requirements; and 


Wuereas said Central Electric Railway Company, on 
or about the first day of June, 1892, did execute and de- 


liver to the California Safe Deposit and Trust Com- 
pany, as trustee, its First Mortgage bearing that date 
to secure the payment of its First Mortgage Gold Bonds 
to the amount of $400,000, such bonds bearing interest 
at the rate of six per cent. per annum, twenty-five of 
such bonds of the denomination of one thousand dollars 
each, maturing on the first day of June in each year from 
1912 to 1917, both inclusive, and fifty of such bonds of the 
denomination of five hundred dollars each, maturing on 
the first day of June in the year 1918 and in the year 1919, 
and twenty-five of such bonds of the denomination of one 
thousand dollars each, maturing on the first day of June, 
1920, and twenty-five of such bonds of the denomination 
of one thousand dollars each, maturing on the first day 
of June, 1921, and the balance of such bonds maturing 
on the first day of June, 1922, of which First Mortgage 
bonds of the Central Electric Railway Company bonds © 
to the amount of $265,000 have been issued and are still 
outstanding; and 


Wuergas, the said First Mortgage of the Central 
Electric Railway Company provides that if any of the 
bonds secured thereby in excess of the amount of $250,- 
000 shall be certified and delivered on or prior to June 
1, 1912, the company will pay to and deposit with the 
trustee under said mortgage, on the first day of June, 
1912, and on the first day of June in each year there- 
after for, during, and until the first day of June, 1922, 
an amount in cash which shall be equal to six per cent. 
of the par value of all bonds so certified and delivered 
in excess of $250,000 thereof and which shall be out- 
standing and uncancelled on each of said first days of 


10 


June respectively; and the amounts so paid to the 
trustee under said mortgage from time to time are to 
be held as a sinking fund to be applied to the redemption 
of bonds at such price not exceeding five per cent. in 
excess of the par value thereof as the Central Electric 
Railway Company may direct; and 


Wuereas, said Sacramento Electric, Gas and Rail- 
way Company on or about the first day of November, 
1897, did execute and deliver to the California Safe De- 
posit and Trust Company, as trustee, its First Mort- 
gage, bearing that date, to secure the payment of its 
Five Per Cent. First Mortgage Gold Bonds to the 
amount of $2,500,000, maturing November 1, 1927, of 
which bonds to the amount of $2,210,000 have been is- 
sued and are still outstanding and bonds to the amount 
of $265,000 are reserved thereunder for the purpose of 
retiring the said bonds of the Central Electric Railway 
Company; and 


Wuereas, said First Mortgage of the Sacramento 
Hlectric, Gas and Railway Company provides that the 
company shall pay off and cancel, in the manner pro- 
vided in said mortgage at the rate of 103 per cent. of 
their face value and accrued interest, the following 
bonds in each of the following years, each of such years 
commencing November Ist, viz.: 

In each of the years 1902 to 1906, inclusive, 5 bonds 
each year; in each of the years 1907 to 1911, inclusive, 
10 bonds each year; in each of the years 1912 to 1916, 
inclusive, 20 bonds each year; in each of the years 1917 
to 1921, inclusive, 30 bonds each year; in each of the 
years 1922 to 1926, inclusive, 40 bonds each year. 


11 


And it is further provided in said First Mortgage of 
the Sacramento Electric, Gas and Railway Company, 
that in so far as such Company shall not in each year 
beginning November 1, 1901, purchase and cause to be 
cancelled bonds sufficient to satisfy the requirements 
aforesaid, such Company shall pay to the trustee, under 
its said First Mortgage, an amount sufficient to call (in- 
cluding the cost of advertising therefor) and redeem 
at the specified premium and accrued interest, the 
amount of bonds above required to be paid off and 
cancelled, during the year in question, such sums to be 
applied by said trustee to the redemption of the bonds 
issued under said First Mortgage; and 


Wuerras the said South Yuba Water Company (then 
bearing the name of South Yuba Water and Mining 
Company) on or about the Ist day of April, 1890, did 
execute and deliver to the Holland Trust Company, as 
trustee, its First Mortgage bearing that date, to secure 
the payment of its First Mortgage Bonds to the amount 
of $550,000, bearing six per cent. interest and maturing 
April 1, 1910, subject to the right of the South Yuba 
Water Company to redeem such bonds as provided in 
the mortgage, at 110 per cent. of their face value and 
the interest accrued thereon, at any time prior to their 
maturity, of which bonds to the amount of $327,000 have 
been issued and are still outstanding; and 


Wueress said First Mortgage of the South Yuba 
Water and Mining Company provides for the creation 
and maintenance of a sinking fund, to be applied to the 
payment of bonds thereby secured at or before their ma- 
turity, which sinking fund shall be accumulative and’ 


12 


shall commence on the first day of April, 1890, and shall 
consist of and be maintained by a payment in each year 
from said date of a sum of money equal to two per 
centum per annum upon the total issue of said bonds, 
such sums to be payable in equal semi-annual install- 
ments on the first days of October and April in each 
year; and 


Wuereas said South Yuba Water Company on or 
about the first day of July, 1893, did execute and de- 
liver to the Farmers’ Loan and Trust Company, as 
trustee, its Consolidated Mortgage, bearing that date, to 
secure the payment of its Consolidated Mortgage Bonds 
to the amount of $1,500,000, bearing six per cent. in- 
terest and maturing July 1, 1923, subject to the right 
of the South Yuba Water Company to redeem the 
same at any time prior to maturity, on the payment of 
110 per cent. of their face value and accrued interest, 
of which bonds to the amount of $1,173,000 have been 
issued and are still outstanding and bonds to the amount 
of $339,000 are reserved for the purpose of being sold 
or exchanged to retire the said $327,000 of the First 
Mortgage Bonds of said South Yuba Water and Mining 
Company; and | 


Wuereas said Central California Electric Company 
on or about the first day of May, 1903, did execute and 
deliver to the Van Norden Trust Company, as trustee, 
its First Mortgage, bearing that date, to secure its Five 
Per Cent. Thirty-Year Gold Bonds to the amount of 
$5,000,000, such bonds bearing interest at the rate of 
five per cent. per annum and maturing May 1, 1933, sub- 
ject to the right of the company to redeem the same 


13 


at any time prior to maturity, on payment of 110 per 
cent. of their face value and accrued interest, of which 
bonds to the amount of $850,000 have been issued and 


are still outstanding; and 


Wuerras the said Berkeley Electric Lighting Com- 
pany, prior to the acquisition of its properties by the 
California Corporation as aforesaid and on or about the 
first day of July, 1896, did execute and deliver its First 
Mortgage, bearing that date, to the California Safe De- 
posit and Trust Company, as trustee, to secure its bonds 
to the amount of $30,000, bearing six per cent. interest 
and maturing on the first day of July, 1921, of which 
bonds to the amount of $26,000 have been issued and 


are still outstanding; and 


Wuereas the Pacific Gas and Electric Company, a 
corporation organized under the laws of California, 
hereinafter sometimes called the ‘‘Pacific Company’’, 
has succeeded to all the property rights and franchises 
formerly owned by California Central Gas and Elec- 
tric Company, and said California Central Gas and Elec- 
tric Company, prior to the acquisition of its property 
by the Pacific Gas and Electric Company and on or 
about the Ist day of August, 1901, did execute and deliver 
to the Mercantile Trust Company of San Francisco, as 
trustee, its First Mortgage, bearing that date, to secure 
_its First Mortgage Five Per Cent. Sinking Fund Thirty- 
Year Gold Bonds to the amount of One Million Dollars 
($1,000,000), all of which bonds have been issued and 
are still outstanding, and the properties subject to the 


14 


said First Mortgage of the California Central Gas and 
Hlectric Company, together with certain other proper- 
ties owned by the Pacific Company, are to be mortgaged 
to secure the bonds issued under this indenture by the 
Supplementary Mortgage of the Pacific Gas and Hlec- 
tric Company hereinafter mentioned; and 


WuerEAs said mortgage of the California Central 
Gas and Electric Company provides for the creation and 
maintenance of a sinking fund, to be applied to the re- 
demption of bonds issued thereunder, by payments to 
the trustee under said mortgage, at the times and in the 
manner following, to wit: Commencing with the year 
1902, and on the first day of August of that year, and 
on the first day of August in each year thereafter for 
and during the next ensuing and succeeding twenty- 
nine years, a sum equal to two per cent. of the aggre- 
gate amount of the bonds issued and outstanding; and 


Wauereas the California Corporation on or about the 
first day of March, 1903, did execute and deliver to the 
Mercantile Trust Company of San Francisco, as trustee. 
its General and Collateral Trust Mortgage, bearing that 
date, to secure the payment of its General and Collateral 
Trust Mortgage Five Per Cent. Mortgage Bonds to the 
amount of $10,000,000, maturing March 1, 1933, subject 
to the right of the California Corporation to redeem said 
bonds at any time prior to their maturity on payment 
of 110 per cent. of their face value with the interest then 
accrued thereon, all of which bonds have been issued 
and are still outstanding; and 


15 


Wuersas, the said General and Collateral Trust Mort- 
gage of the California Corporation provides for the cre- 
ation and maintenance of a sinking fund, to be applied 
to the redemption of bonds issued under said mortgage, 
and also to the redemption of the said bonds of the Bay 
Counties Power Company, Valley Counties Power Com- 
pany, California Central Gas and Electric Company, 
Oakland Gas, Light and Heat Company, Sacramento 
Electric, Gas and Railway Company and the bonds of 
the Fresno Gas and Electric Light Company (which 
have all been retired), said sinking fund to be provided 
by payments to be made by the California Corporation 
to the Trustee as follows: 


Commencing with the year 1904, and on the first day 
of March of that year, and on the first day of March 
in each year thereafter for and during the next ensuing 
and succeeding four years, the sum of $150,000; and 
commencing with the year 1909, and on the first day of 
March of that year, and on the first day of March in 
each year thereafter for and during the next ensuing 
and succeeding four years, the sum of $200,000; and 
commencing with the year 1914, and on the first day of 
March of that year, and on the first day of March in 
each year thereafter for and during the next ensuing 
and succeeding four years, the sum of $250,000; and 
commencing with the year 1919, and on the first day of 
March of that year, and on the first day of March in 
each year thereafter for and during the next ensuing 
and succeeding four years, the sum of $300,000; and 
commencing with the year 1924, and on the first day 
of March of that year, and on the first day of March 
in each year thereafter for and during the next ensuing 
and succeeding four years, the sum of $350,000; and 
commencing with the year 1929, and on the first day of 


16 


March of that year, and on the first day of March in 
each year thereafter for and during the next ensuing 
and succeeding four years, the sum of $400,000; 

and it was further expressly provided in said General 
and Collateral Trust Mortgage of the California Cor- 
poration that said sinking fund shall in each year be 
applied by the Trustee under said General and Col- 
lateral Trust Mortgage to the redemption of the bonds 
of the said Bay Counties Power Company, Valley 
Counties Power Company, California Central Gas and 
Electric Company, Oakland Gas, Light and Heat Com- 
pany, Sacramento Electric, Gas and Railway Company, 
and Fresno Gas and Electric Light Company, as pro- 
vided in the various trust deeds and mortgages secur- 
ing their payment, before any of said sinking fund shall 
be applied to the redemption of bonds issued under said 
General and Collateral Trust Mortgage, and the trus- 
tee under such last-mentioned mortgage is authorized 
to apply said sinking fund to the redemption of the 
bonds of said above-mentioned companies and to make 
the necessary payments out of said sinking funds to 
the various trustees mentioned in the respective mort- 
gages securing such bonds, and that all moneys not so 
applied shall be invested by such trustee in the purchase 
of the said bonds of such companies, and in the bonds 
issued under said General and Collateral Trust Mort- 
gage; and 


Wuereas the California Corporation has incurred and 
has now outstanding a considerable floating debt, and 
has authorized and contracted for the making of certain 


17 


additional extensions, betterments, and improvements to 
its plants and properties, and will require from time to 
time in the future other extensions, betterments, and new 
property in order to enable it to meet the demands of 
its business; and 


Wuereas the California Corporation desires to make 
provision for the paying, refunding, redeeming, and re- 
tiring of all the bonds aforesaid, and for the payment 
of a considerable portion of its said floating debt, and 
for the payment of the cost of all betterments, exten- 
sions, and new property, heretofore authorized and con- 
tracted for, and such additional betterments, extensions, 
and new property, as may be required from time to time 
in the future for the purposes of its business, by the in- 
crease of its bonded indebtedness and the issue of its 
bonds as hereinafter mentioned; and | 


WuerEas, by vote of the stockholders representing 
more than two-thirds of the issued and subscribed capi- 
tal stock of the California Corporation at a meeting duly 
called and held for that purpose, pursuant to due notice, 
an increase of the bonded indebtedness of the California 
Corporation to $45,000,000 was authorized and directed, 
and the issue of its Unifying and Refunding Mortgage 
Five Per Cent. Thirty-Year Gold Bonds and the execu- 
tion of a mortgage to secure the same were duly author- 
ized, ordered and approved, and a certificate in respect 
to the increase of such bonded indebtedness of the Cali- 
fornia Corporation has been duly filed, as required by 
law, in the office of the clerk of the city and county where 


18 


the original articles of incorporation of the California 
Corporation are filed—to wit, in the office of the Clerk 
of the City and County of San Francisco, State of Cali- 
fornia—and a certified copy of said certificate has been 
duly filed in the office of the Secretary of State of the 
State of California; and 


Wuereas the Board of Directors of the California 
Corporation did duly authorize the issue, under the regu- 
lations and restrictions mentioned herein, of bonds of 
the California Corporation to be known as its Unifying 
and Refunding Mortgage Five Per Cent. Thirty-Year 
Gold Bonds, the coupon bonds to be dated as of Novem- 
ber 1, 1907, and all of the bonds to mature on November 
1, 1937, such bonds to bear interest at the rate of five 
per cent. per annum from November 1, 1907, payable 
semi-annually on the first days of May and November 
in each year, both principal and interest payable in 
gold coin of the United States of or equal to the present 
standard of weight and fineness, the aggregate principal 
amount of said bonds at any one time outstanding not 
to exceed $45,000,000, and all of said bonds to be issued 
under and equally secured by a mortgage of the cor- 
porate property and franchises, to said Union Trust 
Company of San Francisco, as trustee, to be dated No- 
vember 1, 1907, and to be known as the Unifying and 
Refunding Mortgage of the California Corporation; and 


WuereEas, subsequently, at a meeting of the stock- 
holders of the California Corporation duly called and 
held, at which meeting the holders of more than two- 


19 


thirds of the capital stock of the California Corporation 
were present and participated in the proceedings, said 
action of the board of directors was in all respects rati- 
fied, approved and confirmed and adopted, as the action 
of the stockholders of said company and all the acts and 
proceedings had and taken in the matter of the increase 
of said bonded indebtedness were unanimously ratified. 
approved and confirmed; and 


Wuerzeas, at meetings of the board of directors and 
of the stockholders of the California Corporation duly 
called and held, a mortgage in the form of this Indenture 
was submitted and by unanimous concurrence approved, 
and its execution and delivery by the proper officers of 
the California Corporation were by unanimous concur- 
rence duly authorized and directed; and 


Wuereas the said Pacific Gas and Electric Company, © 
which is the owner of substantially all of the capital — 
stock’ of the California Corporation, by proper action 
of its directors and stockholders has authorized and is 
about to execute to the Union Trust Company of San 
Francisco as trustee, its mortgage (herein called ‘‘Sup- 
plementary Mortgage’’) bearing even date with this 
indenture to secure payment of the bonds issued under 
this indenture; and 


Wuereas, the forms so approved by said stockholders 
and board of directors of the California Corporation of 
the’ coupon bonds and of the coupons to be attached 
thereto, and of the registered bonds, and of the Trustee’s 


20 


certificate, severally and respectively, are substantially 


as follows, to wit: 


[FORM OF COUPON BOND. | 


Rp atubh out $1,000. 
UNITED STATES OF AMERICA. 


CALIFORNIA GAS AND ELECTRIC 
CORPORATION. 


Uniryvincg AND Rerunpinc Mortcacrt Five Per Cent. 


THirty-YEAR Goup Bonn. 


California Gas and Electric Corporation, a corpora- 
tion organized and existing under the laws of California 
(hereinafter called the ‘‘California Corporation’’), for 
value received, promises to pay to bearer, or, if regis- 
tered, to the registered holder of this bond, on the first 
day of November, one thousand nine hundred and thirty- 
seven, at the office of the California Corporation, in 
the City and County of San Francisco, California, one 
thousand dollars gold coin of the United States of 
America, of or equal to the present standard of weight 
and fineness, and to pay interest thereon from the date 
hereof, until paid, at the rate of five per cent. per annum, 
such interest being payable semi-annually in like gold 
coin, either at the office of the California Corporation, 
in San Francisco, California, or at the office or agency 
of the California Corporation in the City of New York, 
N. Y., as the coupon holder may elect, on the first days 


pay 


/ 
of May and November in each year, but only upon pres- 
entation and surrender as they severally mature of the 
interest coupons hereto annexed. 

In case default shall be made in the payment of any 
semi-annual instalment of interest on this bond when 
the same shall become due, and such instalment shall re- 
main unpaid for six months, the principal of this bond 
may become due and payable in the manner provided 
in the Unifying and Refunding Mortgage hereinafter 
mentioned. 

The California Corporation agrees (in so far as it 
lawfully may do so) that it will pay both the principal 
and interest of this bond, without deduction for any 
tax or other charge which the California Corporation 
may be required or permitted to pay thereon, or to 
retain therefrom, under any present or future law of — 
the United States, or of any State, County, Municipality, 
or other governmental subdivision. 

This bond is one of a duly authorized issue of coupon 
and registered bonds of the California Corporation 
known as its ‘‘Unifying and Refunding Mortgage Five 
Per Cent. Thirty-Year Gold Bonds’’, the aggregate 
amount whereof is limited to the principal sum of forty- 
five million dollars at any one time outstanding, all of 
which bonds have been issued, or are to be issued pur- 
suant to, and are to be secured ratably by, the Unifying 
and Refunding Mortgage of the California Corporation, 
dated November 1, 1907, and duly executed by the Cali- 
fornia Corporation to the Union Trust Company of San 
Francisco, as trustee, and by a mortgage supplementary 


22 


to such Unifying and Refunding Mortgage, dated No- 
vember 1, 1907, and executed by Pacific Gas and Elec- 
tric Company to said Union Trust Company of San 
Francisco, as trustee, to which mortgages reference is 
hereby made for a statement of the property, rights 
and franchises mortgaged and pledged, the nature and 
extent of the security, the rights of the holders of said 
bonds under the same, the terms and conditions upon 
which said bonds are and are to be issued and secured, 
and as well for the other provisions thereof. All rights 
of action and as well all other rights of the holder 
hereof are subject to the provisions of said mortgages. 

The entire issue of bonds of which this bond is one 
(but not, except in case of redemption for the benefit of 
the sinking fund, any part less than all thereof) may 
be redeemed by the California Corporation at one hun- 
dred and ten per centum of the principal amount thereof 
and the interest accrued thereon, upon any semi-annual 
interest day, in the manner and upon the notice pro- 
vided in said Unifying and Refunding Mortgage. 

A sinking fund has been provided for in said Unify- 
ing and Refunding Mortgage, as further security for 
the said issue of bonds, and this bond may be redeemed 
by the California Corporation for the benefit of said 
sinking fund at the rate of one hundred and ten per 
centum of the principal amount thereof, in addition to 
the accrued interest thereon, in the manner and upon 
the notice provided in said Unifying and Refunding Mort- 


gage. 


23 


This bond shall pass by delivery, unless registered a 
the owner’s name on the books of the California Corpo- 
ration kept for that purpose at its office in the City of 
San Francisco, or agency in the City of New York, 
such registry being noted by written indorsement made 
hereon by the Bond Registrar of the California Corpora- 
tion. After such registration, and until transferred to 
bearer, no transfer shall be valid unless made on such 
books of registry and noted hereon. 

Neither this bond nor any interest coupon appertain- ' 
ing thereto, shall become valid or obligatory for any 
purpose, until and unless the same shall have been au- 
thenticated by the certificate, hereon endorsed, of the 
Trustee under said Unifying and Refunding Mortgage. 

No recourse shall be had for the payment of any part 
of the principal of or interest upon this bond against 
any incorporator, or any past, present or future stock- 
holder of the California Corporation, either directly or 
through the California Corporation, by virtue of any 
constitution, statute or rule of law, or by enforcement 
of any assessment, or otherwise, or against any officer 
or director of the California Corporation, whenever he 
may act or have acted as such, by reason of any mat- 
ter prior to the date hereof or by reason of any other 
matter except his own wrongdoing, all such liability 
being by the acceptance hereof and as a part of the con- 
sideration for the issue hereof expressly released. 

In witness whereof the California Gas and Electric 
Corporation has caused these presents to be signed by 
its president, or its vice-president, and by its secretary 


24 


or assistant secretary, and its corporate seal to be 
hereunto affixed, and coupons for said interest with the 
engraved signature of its treasurer to be attached 
hereto, as of the first day of November, 1907. 


CALIFORNIA Gas AND EXLEcTRIC CORPORATION, 


By 
President. 
Attest: 
Secretary. 
[FORM OF COUPON. ] 
Coupon No........ $25. 
On the first day of , the California Gas 


and Electric Corporation will pay to the bearer, at its 
office or agency in the City and County of San Francisco, 
State of California, or at its office or agency in the City 
of New York, State of New York, as the bearer may 
elect, Twenty-five Dollars in United States Gold Coin, 
being six months’ interest then due on its Unifying and 
Refunding Mortgage Five Per Cent. Thirty-Year Gold 
Bond numbered , unless said bond shall have 
been previously redeemed as provided in said Unifying 
and Refunding Mortgage. 


Treasurer. 


29 


[FORM OF REGISTERED BOND. | 


UNITED STATES OF AMERICA. 


CALIFORNIA GAS AND ELECTRIC 
CORPORATION. 


UniryiIng AND Rerunpina Mortcace Five Per CENT. 
Tuirty-YEAR Goup Bonp. 


California Gas and Electric Corporation, a corpora- 
tion organized and existing under the laws of the State 
of California (hereinafter called the California Cor- 
poration), for value received, promises to pay to 

| or registered assigns, on the 
first day of November, one thousand nine hundred and 
thirty-seven, at the office or agency of the California 
Corporation, in the City and County of San Francisco, 
California, dollars 
gold coin of the United States of America of or equal 
to the present standard of weight and fineness, and to 
pay interest thereon at the rate of five per cent. per 
annum from the first day of November or May, as the 
case may be, next preceding the date of this bond, unti! 
this bond is paid, such interest being payable semi- 
annually in like gold coin either at the said office or 
agency of the California Corporation in San Francisco, 
California, or at the office or agency of the California 
Corporation, in the City of New York, N. Y., as the 


26 


registered holder may elect, on the first days of May 
and November in each year. 

In case default shall be made in the payment of any 
semi-annual instalment of interest on this bond when 
the same shall become due, and such instalment shall 
remain unpaid for six months, the principal of this bond 
may become due and payable in the manner provided in 
the Unifying and Refunding Mortgage hereinafter men- 
tioned. 

The California Corporation agrees (in so far as it 
lawfully may do so) that it will pay both the principal 
and interest of this bond without deduction for any tax 
or other charge which the California Corporation may 
be required or permitted to pay thereon, or to retain 
therefrom, under any present or future law of the 
United States, or of any State, County, Municipality or 
other governmental subdivision. 

This bond is one of a duly authorized issue of coupon 
and registered bonds of the California Corporation 
known as its ‘‘Unifying and Refunding Mortgage Five 
Per Cent. Thirty-Year Gold Bonds’’, the aggregate 
amount whereof is limited to the principal sum of forty- 
five million dollars at any one time outstanding, all of 
which bonds have been issued or are to be issued pur- 
suant to, and are to be secured ratably by, the Unifying 
and Refunding Mortgage of the California Corporation, 
dated November 1, 1907, and duly executed by the Cali- 
fornia Corporation to the Union Trust Company of San 
Francisco, as trustee, and by a mortgage supplementary 
to such Unifying and Refunding Mortgage, dated No- 


27 


vember 1, 1907, and executed by Pacific Gas and Hlectric 
Company to said Union Trust Company of San Fran- 
cisco, as trustee, to which mortgages reference is hereby 
made for a statement of the property, rights and fran- 
chises mortgaged and pledged, the nature and extent 
of the security, the rights of the holders of said bonds 
under the same, the terms and conditions upon which 
said bonds are and are to be, issued and secured, and as 
well for the other provisions thereof. All rights of ac- 
tion and as well all other rights of the holder hereof, 
are subject to the provisions of said mortgages. 

The entire issue of bonds of which this bond is one 
(but not, except in case of redemption for the benefit 
of the sinking fund, any part less than all thereof) may 
be redeemed by the California Corporation at one hun- 
dred and ten per centum of the principal amount thereof 
and the interest accrued thereon, upon any semi-annual 
interest day, in the manner and upon the notice pro- 
vided in said Unifying and Refunding Mortgage. 

A sinking fund has been provided for in said Unify- 
ing and Refunding Mortgage, as further security for the 
said issue of bonds, and this bond may be redeemed by 
the California Corporation for the benefit of said sink- 
ing fund, at the rate of one hundred and ten per centum 
of the principal amount thereof, in addition to the ac- 
erued interest thereon, in the manner and upon the no- 
tice provided in said Unifying and Refunding Mort- 
gage. 

This bond is transferable by the registered holder 
thereof, in person or by attorney duly authorized, on 


28 


the books of the California Corporation kept for that 
purpose at its office in the City and County of San Fran- 
cisco, California, or agency in the City of New York, 
upon the surrender and cancellation of this bond; 
and thereupon a new registered bond will be issued 
to the transferee in exchange herefor; or the registered 
holder of this bond, at his option may surrender the 
same for cancellation in exchange for a like amount of 
the principal thereof in coupon bonds of the denomina- 
tion of $1,000, with coupons attached maturing on and 
after the next ensuing interest due day; all as pro- 
vided in said Unifying and Refunding Mortgage, and 
on payment, if the California Corporation shall so re- 
quire, of the transfer fee therein provided for. 


This bond shall not become valid or obligatory for 
any purpose until and unless it shall have been au- 
thenticated by the certificate, hereon endorsed, of the 
Trustee under said Unifying and Refunding Mortgage. 


No recourse shall be had for the payment of any part 
of the principal of or interest upon this bond against 
any incorporator or any past, present or future stock- 
holder of the California Corporation, either directly or 
through the California Corporation, by virtue of any 
constitution, statute, or rule of law, or by enforcement 
of any assessment, or otherwise, or against any officer 
or director of the California Corporation, whenever he 
may act or have acted as such, by reason of any matter 
prior to the date hereof or by reason of any other mat- 
ter except his own wrongdoing, all such liability being 


29 


by the acceptance hereof and as a part of the considera- 
tion for the issue hereof expressly released. 


In witness whereof the California Gas and Electric 
Corporation has caused these presents to be signed by 
its president, or its vice-president, and by its secretary, 
or assistant secretary, and its corporate seal to be here- 


unto affixed, this day of A 8 
CALIFORNIA GAs AND EiLEcTRIC CoRPORATION, 
By 
| President. 
Attest: 
Secretary. 


[FORM OF TRUSTEE’S CERTIFICATE. | 


It is hereby certified that this bond is one of the series 
of bonds described in the within-mentioned Unifying 
and Refunding Mortgage. 


Union Trust Company or San FRANCISCO, 
Trustee, 
By 
Secretary. 


AND WHEREAS, in pursuance of such authority and of 
all and every legal power and authority in it vested, 
the California Corporation proposes to make and ex- 
ecute, and from time to time hereafter to issue and to 
deliver, bonds hereby secured: 


30 


NOW THEREFORE THIS INDENTURE WITNESSETH: 


That, in order to secure the payment of the principal 
of and interest upon all such bonds at any time issued 
and outstanding under this indenture, according to their 
tenor and effect, and to secure the performance of all 
the covenants and conditions herein contained, and to 
declare the terms and conditions upon which such bonds 
are and shall be issued and held, the California Gas and 
Electric Corporation, party of the first part, in consid- 
eration of the premises and of the purchase and accept- 
ance of such bonds by the holders thereof, has granted, 
bargained, sold, aliened, remised, released, conveyed, 
confirmed, assigned, transferred, pledged, and set over, 
and by these presents does grant, bargain, sell, alien, re- 
mise, release, convey, confirm, assign, transfer, pledge, 
and set over unto the Trustee, party of the second part, 
and its several successors in the trust hereby created: 

All and singular the business, franchises, and real 
and personal property of the party of the first part, 
situate in the City and County of San Francisco, and in 
the Counties of Alameda, Alpine, Amador, Butte, Cal- 
averas, Colusa, Contra Costa, El Dorado, Marin, Napa, 
Nevada, Placer, Plumas, Sacramento, San Joaquin, San 
Mateo, Santa Clara, Santa Cruz, Solano, Sonoma, Sut- 
ter, Tuolumne, Yolo, Yuba, and elsewhere in the State 
of California, and including, among other things: 

Frrst: All the business, franchises and property of 
every name and nature, and wheresoever situate, now 
or formerly owned by the Oakland Gas, Light and Heat 
Company and by Oakland Equitable Gas Company, and 


31 


by the Berkeley Electric Lighting Company, and each 
of them; 


Sreconp: All the business, franchises and property 
of every name and nature, and wheresoever situate, now 
or formerly owned by the Bay Counties Power Com- 
pany, and by the Valley Counties Power Company, and 
by the Yuba Electric Power Company, and by the Ne- 
vada County Electric Power Company, and by the 
Butte County Electric Power and Light Company, and 
each of them. 


Txrrp: All of the business, franchises and property 
of every name and nature and wheresoever situate, now 
or formerly owned by the Standard Electric Company 
of California, and by the Stockton Water Company, and 
by the Blue Lakes Water Company, and each of them. 


FourtH: All of the business, franchises and prop- 
erty of every name and nature and wheresoever situate, 
now or formerly owned by the Sacramento Electric, Gas 
and Railway Company, and by the Central Electric 
Railway Company, and each of them (except street rail- 
way properties and properties and franchises appurten- 
ant to such street railways). 


Frrta: All the business, franchises and property, of 
every name and nature and wheresoever situate, now or 
formerly owned by the United Gas and Electric. Com 
pany, and by the San Mateo Power Company, and each 
of them. 


SrxtH: All the business, franchises and property, of 
every name and nature, and wheresoever situate, now 


32 


owned or hereafter acquired by the South Yuba Water 
Company and by the Central California Electric Com- 
pany, and each of them. 


SeventH: All shares and interests therein, now held 
or hereafter acquired by the California Corporation, of 
the capital stock of each of said corporations, namely: 
Oakland Gas, Light and Heat Company, Oakland Equi- 
table Gas Company, Berkeley Electric Lighting Com- 
pany, Bay Counties Power Company, Valley Counties 
Power Company, Yuba Electric Power Company, Ne- 
vada County Electric Power Company, Butte County 
Electric Power and Light Company, Standard Electric 
Company of California, Blue Lakes Water Company, 
Stockton Water Company, Sacramento Electric, Gas 
and Railway Company, United Gas and Electric Com- 
pany, San Mateo Power Company, South Yuba Water 
Company and Central California Electric Company. 


Executu: All rights of the party of the first part un- 
der or by virtue of that certain agreement dated the 
fourth day of January, 1905, between the said California 
Corporation, Warner Van Norden, and the Mercantile 
Trust Company of San Francisco, relative to the pur- 
chase of certain shares of the capital stock of the said 
South Yuba Water Company from said Van Norden and 
others by the California Corporation. 


NintH: All lands, real estate, grants, rights of way, 
tram-tracks and all privileges and appurtenances con- 
nected therewith; all its dams, canals, raceways, water 
rights, flowing rights, and all privileges and appurten- 


33 


ances connected therewith; all its, plants, electric works, 
power houses, or other stations or buildings for the 
generation, transmission or storage of power or electric 
current; and the fixtures, fittings and equipment thereof; 
including all dynamos, engines, boilers, transformers, 
meters, converters, switchboards, shafting, belting and 
other appliances; and all transmission and distribution 
lines, bridges, rails, ties, tools, fixtures, supplies, con- 
duits, feeders, poles, mast-arms, brackets, pipes, cables, 
wires, insulators, lamps, meters and electric fixtures and 
appliances of every kind and nature; all gas-plants, gas- 
holders, purifiers, gas-mains, gas-meters, and other 
buildings, apparatus and appliances for the manufac- 
ture, transmission or distribution of gas; all franchises, 
privileges, easements and rights of way, authorizing the 
erection, maintenance or operation upon, over or under 
the streets, alleys, highways or public places within © 
any of the counties aforesaid, or any city, town or vil- 
lage therein, or upon, over or under any private prop- 
erty within any of said counties, of poles, wires, con- 
duits, mains, pipes, or other structures or apparatus for 
the transmission or distribution of gas or electric cur- 
rent for any purpose whatever; all things in action, 
stocks, bonds, or other securities, contracts, claims and 
demands of said California Corporation, whether now 
owned or hereafter acquired; together with all and 
singular the tenements, hereditaments and appurten- 
ances thereunto belonging, or in anywise appertaining, 
and all and singular the rents, issues, revenues, profits 
and income of or appertaining to the property of the 


34 


said California Corporation and of its constituent com- 
panies. 


Tanto: Any and all other property of the California 
Corporation, of every name and nature and wheresoever 
situate, whether now owned by it or hereafter to be 
acquired, with the income and profits thereof. 


TO HAVE AND TO HOLD all and singular the said prem- 
ises and property, real and personal, rights, franchises, 
estates, lands, appurtenances, agreements, stocks, bonds 
and other securities hereby conveyed, mortgaged or 
pledged, or intended to be conveyed, mortgaged, or 
pledged, unto the Trustee and its successors in trust 
and assigns forever. 


But IN TRUST, NEVERTHELESS, for the equal and pro- 
portionate benefit and security of all holders of the 
bonds and interest coupons issued and to be issued 
under and to be secured by this indenture, and for the 
enforcement of the payment of said bonds and of the 
interest thereon when payable, according to their tenor, 
purport, and effect, and to secure the performance of 
and compliance with the covenants and conditions of 
this indenture, without preference, priority, or distinc- 
tion as to lien or otherwise of any one bond over any 
other bond issued hereunder, by reason of priority in 
the issue, sale or negotiation thereof, or of any other 
cause, so that each and every bond issued as aforesaid 
shall have the same right, lien, and privilege under and 
by virtue of this indenture, and so that the principal 
and interest of every such bond shall, subject to the 


30 


terms hereof, be equally and proportionately secured 
hereby, as if all had been duly issued, sold, and nego- 
tiated simultaneously with the execution and delivery 
of this indenture, it being intended that the lien and 
security of this indenture shall take effect from the 
date of the execution and delivery hereof, without re- 
gard to the time of actual issue, sale or negotiation of 
said bonds, as though upon such date all of said bonds 
were actually issued, sold, and delivered to and in the 
hands of holders thereof for value. 


And it is hereby covenanted that all such bonds, with 
the coupons for interest thereon, shall be issued, certi- 
fied, and delivered, and that the mortgaged and pledged 
premises and property, rights, franchises, estates, lands, 
appurtenances, agreements, stocks, bonds and other se- 
curities, shall be held by the Trustee subject to the fur- 
ther covenants, conditions, uses, and trusts hereinafter 
set forth, to wit: 


ARTICLE ONE. 
DECLARATION OF PRIORITY OF LIEN. 


The len of this indenture is and is declared to be 
prior and superior to the lien of the General and Col- 
lateral Trust Mortgage of the Pacific Gas and Electric 
Company, dated January 2, 1906, and executed to the 
Union Trust Company of San Francisco, as trustee, to 
secure the General and Collateral Trust Five Per Cent. 
Thirty-Year Gold Bonds of the Pacific Gas and Electric 
Company to the amount of $10,350,000. 


36 


This mortgage is not such prior lien upon the property 
or stock of the San Francisco Gas and Electric Company 
or the stock of the California Corporation. 


The foregoing statement is made in compliance with 
Section 7 of Article Five of the said General and Collat- 
eral Trust Mortgage of the Pacific Gas and Hlectric 
Company. 


ARTICLE TWO. 
EXECUTION AND REGISTRATION OF BONDS. 


Section 1. All bonds to be issued hereunder and se- 
cured hereby, together with the Trustee’s certificate and 
the interest coupons to be attached to coupon bonds, 
shall be of the tenor and purport above recited. Such 
bonds may be executed, certified and delivered originally 
either as coupon bonds or as registered bonds, at the 
option of the California Corporation, and in such pro- 
portions as it may determine. The coupon bonds shall 
be of the denomination of one thousand dollars each, 
numbered consecutively from 1 upwards, and of the > 
denomination of one hundred dollars each, in the discre- 
tion of the California Corporation, and in such propor- 
tions as it may from time to time determine. The con- 
pon bonds of the denomination of one hundred dollars 
shall be identical in all respects, except as to stated face 
amount thereof and of the coupons thereto attached, 
with the form of coupon bond hereinbefore recited. In 
the event of the issue of any coupon bonds of the denom- 
ination of one hundred dollars each, the same serial 


37 


number shall be borne by ten of such bonds, the serial 
number to be immediately followed by one of the first 
ten letters of the alphabet; the letter on each bond 
differing from the letters placed on each of the other 
nine bonds bearing the same serial number. livery cou- 
pon bond for $100 shall bear thereon an endorsement 
substantially to the following effect: ‘‘This bond, to- 
gether with nine other bonds bearing the same serial 
number (said ten bonds being lettered A to J consecu- 
tively), has been issued in lieu of or in exchange for a 
coupon bond for $1,000 bearing the same serial number, 
and, upon its surrender, together with nine other bonds 
of the same face amount, there will be delivered therefor 
a coupon bond for $1,000, having a serial number borne 
by a bond for $100 previously issued.’? Whenever any 
coupon bonds shall be issued originally for $100, there 
shall be withheld from certification by the Trustee an 
aggregate face amount of coupon bonds of the denomina- 
tion of $1,000 equal to the aggregate face amount of the 
coupon bonds for $100 so issued and bearing the same 
serial numbers. The registered bonds shall be of the 
denomination of $1,000 or of such multiples thereof as 
from time to time the California Corporation may pre- 
scribe by resolution of its board of directors or executive 
committee. Every registered bond shall bear thereon an 
endorsement in substantially the following form: ‘‘This 
bond is issued in lieu of or in exchange for coupon bonds 
bearing the serial mumbers.20 0 , and cou- 
pon bonds having the same serial numbers will be issued 
in exchange for this bond, upon surrender and cancella- 


38 


tion hereof. Coupon bonds bearing said serial numbers 
are not contemporaneously issued and outstanding.’’ 
Whenever any bond or bonds shall be issued originally as 
a registered bond or bonds, there shall be withheld from 
certification by the Trustee an aggregate face amount of 
coupon bonds of the denomination of $1,000 equal to the 
aggregate face amount of the registered bond or bonds 
so issued, and the serial number or numbers of coupon 
bonds so withheld shall by the California Corporation be 
endorsed on such registered bond or bonds. 


All bonds shall from time to time be executed and de- 
livered by the California Corporation to the Trustee for 
certification, and thereupon the Trustee shall certify and 
deliver the same as provided in this indenture and not 
otherwise. Only such bonds as shall bear thereon en- 
dorsed the certificate of the Trustee duly executed shall 
be secured by this indenture, or shall be entitled to any 
len or benefit hereunder; and every such certificate of 
the Trustee upon any bond purporting to be secured 
hereby shall be conclusive evidence that the bond so cer- 
tified has been duly issued hereunder and that the holder 
is entitled to the benefit of the trust hereby created and of 
the trust created under the said Supplementary Mortgage 
of the Pacific Gas and Electric Company. Before certify- 
ing and delivering any coupon bonds hereunder, the 
Trustee shall cut off and cancel all coupons thereon then 
matured; and the Trustee shall not certify and deliver 
any registered bond bearing interest from any date 
more than six months prior to such certification or de- 
livery. 


39 


In case any officers who shall sign and seal any bonds 
shall cease to be such officers before the bonds so signed 
and sealed shall have been actually certified by the Trus- 
tee or delivered or issued, such bonds may, nevertheless, 
be certified, delivered and issued, subject to the provi- 
sions of Article Three hereof, as though the persons who 
had signed and sealed such bonds had not ceased to be 
officers of the California Corporation. The coupons to 
be attached to coupon bonds shall be authenticated by 
the engraved signature of the present treasurer, or of 
any future treasurer of the California Corporation, and 
the California Corporation may use for that purpose the 
engraved signature of any person who shall have been 
such treasurer, nothwithstanding the fact that he may 
have ceased to be such treasurer at the time when such 
bonds shall be actually certified and delivered or issued. 


Section 2. The California Corporation, at its office in 
the City of San Francisco, or agency in the City of 
New York, shall keep a sufficient register or regis- 
ters of bonds issued hereunder, which register or regis- 
ters at all reasonable times shall be open to the inspec- 
tion of the Trustee; and, upon presentation for such 
purpose, it will, under such reasonable regulations as it 
may prescribe, register therein any coupon bonds and 
any registered bonds without coupons issued under the 
provisions hereof. 


Upon presentation of any such registered coupon bond, 
together with a written power to transfer the same execu- 
ted by the registered holder for the time being, in a form 
approved by the California Corporation, such bond shall 


40 


be transferred upon such register. The registered holder 
of any such registered coupon bond shall also have the 
right to cause the same to be registered as payable to 
-bearer, in which case transferability by delivery shall be 
restored, and thereafter the principal of such bond shall 
be payable to any person presenting the same, but any | 
such coupon bond registered as payable to bearer may be 
registered again in the name of the holder with the same 
effect as a first registration thereof. Successive regis- 
trations and transfers as aforesaid may be made from 
time to time as desired; and each registration shall be 
noted by the bond registrar on the bond. Registration 
of any coupon bond shall, however, not restrain the nego- 
tiability of any coupon thereto belonging, but every such 
coupon shall continue to pass by delivery and shall re- 
main payable to bearer. 


Any registered bond without coupons may be trans- 
ferred by instrument in writing in a form approved by the 
California Corporation executed by the registered holder, 
upon the surrender and cancellation of such bond, in 
which case a new registered bond or new registered bonds 
for an equivalent amount, having endorsed thereon the 
same serial number or numbers of coupon bonds, and 
bearing interest from the first day of November or May, 
as the case may be, last preceding the date of said trans- 
fer, shall be issued to the transferee or transferees. 


Whenever any registered bond without coupons shall 
be surrendered for exchange for a coupon bond or bonds 
of the denomination of $1,000, the California Corpora- 
tion shall execute and the Trustee shall certify and de- 


41 


liver, in exchange for and upon cancellation of such reg- 
istered bond, a like amount of the principal thereof in 
coupon bonds, each bearing one of the* serial numbers 
endorsed upon the cancelled registered bond, with the 
coupons attached, maturing on and after the next date 
on which the interest would have become due on such 
surrendered registered bond. 


Whenever any coupon bond or bonds of the denomina- 
tion of $1,000 issued under and secured by this inden- 
ture,together with all unmatured coupons thereto belong- 
ing, shall be surrendered for exchange for a registered 
bonds or bonds, the California Corporation shall execute 
and the Trustee shall certify and deliver in exchange for 
such coupon bond or bonds, a like principal amount 
of registered bonds without coupons, having endorsed 
thereon the serial number or numbers of the coupon 
bonds so surrendered, and bearing interest from the first 
day of November or May, as the case may be, last pre- 
ceding the date of said exchange. 


Whenever ten coupon bonds of the denomination of 
$100 each, and all unmatured coupons attached thereto, 
shall be surrendered for exchange for a coupon bond of 
$1,000, the California Corporation shall execute and the 
Trustee shall certify and deliver a coupon bond of $1,000 
denomination, with all unmatured coupons thereto at- 
tached, and numbered as follows: If said ten surren- 
dered bonds shall bear the same serial number, then the 
$1,000 bond issued in exchange therefor shall bear the 
Same serial number as the surrendered bonds. If, how- 
ever, said ten surrendered bonds do not all bear the 


42 


same serial number, then the $1,000 bond issued in ex- 
change shall bear, preceded by the letter X, a serial num- 
ber borne by one of the surrendered bonds and not borne 
by any $1,000 bond at the time outstanding, and said 
bond shall also bear substantially the following endorse- 
ment: ‘‘This bond is issued in lieu of and in exchange 
for ten bonds of the denomination of $100 each, bearing 
Serial mumbers and letters. ancscceseecsssenssseceeeeneeeenneeee , none of 
which is at present outstanding.”’ 


Whenever any coupon bond of the denomination of 
$1,000 with all matured coupons shall be surrendered for 
exchange for coupon bonds of the denomination of $100, 
the California Corporation shall execute and the Trustee 
shall certify and deliver, in exchange for such coupon 
bond for $1,000, ten coupon bonds for $100 each, with 
all unmatured coupons, each bond having the serial num- 
ber borne by the coupon bond for $1,000 so surrendered, 
or, if said coupon bond for $1,000 shall have been pre- 
viously issued in exchange for coupon bonds of the de- 
nomination of $100, then, each having one of the com- 
bined numbers and letters specified in the endorsement 
on the surrendered bond. 


In every case of such exchange or transfer the Trus- 
tee forthwith shall cancel the surrendered bond or bonds 
and coupons, and shall deliver the same to the California 
Corporation. For any exchange of coupon bonds for 
coupon bonds of another denomination, and for any ex- 
change of coupon bonds for registered bonds, and for 
any transfer of registered bonds without coupons, and 
for any exchange of registered bonds for coupon bonds, 


43 


the California Corporation at its option, may make a 
charge sufficient to reimburse it for any stamp tax or 
other governmental charge required to be paid, and in 
addition may charge a sum not exceeding one dollar for 
each new registered or coupon bond issued upon such 
exchange or transfer. 


Section 3. Until the permanent coupon and regis- 
tered bonds intended to be secured hereby can be en-- 
graved and prepared, the California Corporation may 
execute and deliver printed or lithographed bonds, bear- 
ing interest from November 1, 1907, either registered or 
negotiable by delivery, and substantially of the tenor of 
the bonds hereinbefore recited, except that no coupons 
shall be attached to said bonds; and the same may be for 
the payment of one thousand dollars ($1,000) or any 
multiple thereof, as California Corporation shall deter- 
mine. Each of such printed or lithographed bonds shall 
bear upon its face the words ‘‘Temporary Unifying and 
Refunding Mortgage Five Per Cent. Thirty-Year Gold 
Bond,’’ and shall be duly certified by the Trustee in the 
same manner as the bonds hereinbefore described, and 
such certificate shall be conclusive evidence that the 
bond so certified has been duly issued hereunder, and 
that the holder is entitled to the benefit of the trusts 
hereby created. Whenever any of said temporary bonds 
shall be surrendered for exchange for temporary bonds 
of different denominations, but of like principal amount, 
the California Corporation shall cancel the temporary 
bonds so surrendered and deliver the same to the Trus- 
tee, and shall execute and the Trustee shall thereupon, 


64 


and upon payment of its reasonable charges for making 
such exchange, certify and deliver to the holder of the 
bonds so surrendered a like principal amount of tempo- 
rary bonds, of such denominations, not less than $1,000, as 
the holder of the bonds so surrendered may reasonably 
request. Such printed or lithographed bonds duly issued 
and certified hereunder shall be exchangeable for en- 
graved bonds to be issued hereunder, and upon any such 
exchange, said printed or lithographed bonds shall be 
forthwith canceled by the Trustee and delivered to the 
California Corporation. Until so exchanged, the said 
printed or lithographed bonds shall in all respects be 
entitled to the lien and security of these presents, as 
bonds issued and certified hereunder, and interest when 
and as payable shall be paid and endorsed thereon. As 
long as any temporary bonds are outstanding, a corre- 
sponding amount in face value of engraved bonds shall 
be withheld from certification by the Trustee. 


Section 4. In case any coupon bond issued hereunder, 
with the coupons thereto appertaining, or any reg- 
istered bond without coupons, shall become mutilated or 
be destroyed, the California Corporation in its discretion 
may issue and thereupon the Trustee in its discretion 
may certify and deliver a new bond of like tenor and 
date, including coupons in the case of a coupon bond, 
bearing the same distinguishing number, in exchange 
and substitution for, and upon cancellation of, the muti- 
lated coupon bond, and its coupons, or the mutilated 
registered bond, or in lieu of, and substitution for, the 


45 


coupon bond and its coupons, or the registered bond 
so destroyed, upon receipt of evidence satisfactory to the 
California Corporation and Trustee of the destruction 
of such coupon bond and its coupons, or of such regis- 
tered bond, and upon receipt also of indemnity satis- 
factory to the California Corporation and Trustee; and 
the California Corporation may charge for the issue of 
such new bond an amount suflicient to reimburse the Cal- 
ifornia Corporation for the expense incurred by it in the 
issue thereof. 


ARTICLE THREE. 
ISSUE AND APPROPRIATION OF BONDS. 


Ssection 1. The aggregate amount of all bonds which 
may be issued and outstanding under this indenture shall 
never, at any one time exceed the principal sum of forty- 
five million dollars ($45,000,000). 


Section 2. $30,282,000 face value of the bonds au- 
thorized to be issued under this indenture shall be ex- 
ecuted by the California Corporation and delivered to 
the Trustee, and thereafter from time to time the Trus- 
tee shall certify and deliver such bonds for the purpose 
of refunding, exchanging, redeeming, purchasing, retir- 
ing or paying, as hereinafter provided, before, at or 
after maturity, the following bonds which are herein- 
after called ‘‘underlying bonds’’: 


$10,000,000 face value of the General and Collateral 
Trust Five Per Cent. Mortgage Bonds of the California 
Corporation, issued under its said General and Collat- 
eral Trust Morigage dated March 1, 1903. 


46 


$1,848,000 face value of the First Consolidated Mort- 
gage Five Per Cent. Sinking Fund Thirty-Year Gold 
Bonds of the Bay Counties Power Company, issued 
under its said First Consolidated Mortgage, dated Sep- 
tember 1, 1900, and such an additional amount face 
value, of said bonds, not exceeding $357,000 face value 
thereof, as may hereafter be issued in exchange for the 
bonds of the Nevada County Electric Power Company 
and the Yuba Electric Power Company hereinafter men- 
tioned. 


$750,000 face value of the Bay Counties Power Com- 
pany, Second Mortgage Gold Bonds, issued under its 
said Second Mortgage, dated April 1, 1901. 

$2,500,000 face value of the First Mortgage Five Per 
Cent. Sinking Fund Twenty-Hight-Year Gold Bonds of 
the Valley Counties Power Company, issued under its 
said First Mortgage, dated May 1, 1902. 


$1,000,000 face value of First Mortgage Five Per Cent. 
Sinking Fund Thirty-Year Gold Bonds of the California 
Central Gas and Electric Company, issued under its said 
First Mortgage, dated August 1, 1901. 


$2,210,000 face value of the Sacramento Electric Gas 
and Railway Company Five Per Cent. First Mortgage 
Gold Bonds, issued under its said First Mortgage, dated 
November 1, 1897, and such an additional amount of said 
bonds, not exceeding $265,000 face value thereof as may 
hereafter be issued in exchange for the First Mortgage 
Gold Bonds of the Central Electric Railway Company, 
hereinafter mentioned. 


47 


$5,000,000 face value of the First Mortgage Gold 
Bonds of The Standard Electric Company of California, 
issued under its said First Mortgage, dated September 1, 
1899. 


$1,960,000 face value of the First Mortgage Bonds of 
the United Gas and Electric Company, issued under its 
said First Mortgage, dated July 1, 1902. 

$1,000,000 face value of the Mortgage Bonds of the 
Oakland Gas, Light and Heat Company, issued under 
its First Mortgage, dated March 16, 1891. 


$1,173,000 face value of the Consolidated Mortgage - 
Bonds of the South Yuba Water Company, issued under 
its Consolidated Mortgage, dated July 1, 1893, and such 
an additional amount face value of said bonds, not ex- 
ceeding $339,000, as may hereafter be issued in exchange 
for the General First Mortgage Bonds of the South. 
Yuba Water and Mining Company, hereinafter men- 
tioned. 


$397 000 face value of the General First Mortgage 
Bonds of the South Yuba Water and Mining Company, 
issued under its General First Mortgage, dated April 1, 
1890, or such thereof as are not exchanged for the said 
Consolidated Mortgage Bonds of the South Yuba Water 
Company as above set forth. 

$850,000 face value of the Five Per Cent. First Mort- 
gage Thirty-Year Gold Bonds of the Central California 


Hilectrie Company, issued under its said First Mortgage, 
dated May 1, 1903. 


48 


$725,000 face value of the First Mortgage Gold Bonds 
of the Blue Lakes Water Company, issued under its said 
First Mortgage, dated March 15, 1893. 


$291,000 face value of the First Mortgage Six Per 
Cent. Gold Bonds of The Stockton Water Company, is- 
sued under its said First Mortgage, dated April 1, 1891. 


$171,000 face value of the First Mortgage Gold Bonds 
of the Nevada County Electric Power Company, issued 
under its First Mortgage, dated October 1, 1898, or such 
thereof as are not exchanged for the bonds reserved for 
that purpose under the said First Consolidated Mort- 
gage of the Bay Counties Power Company, as above set 
forth. 


$186,000 face value of the First Mortgage Gold Bonds 
of the Yuba Electric Power Company, issued under its 
said First Mortgage, dated June 1, 1899, or such thereof 
as are not exchanged for the bonds reserved for that 
purpose in the said First Consolidated Mortgage of the 
Bay Counties Power Company, as above set forth. 


$265,000 face value of the First Mortgage Gold Bonds 
of the Central Electric Railway Company, issued under 
its said First Mortgage, dated June 1, 1892, or such 
thereof as are not exchanged for the bonds reserved for 
that purpose under the said First Mortgage of the Sac- 
ramento Electric Gas and Railway Company, as above 
set forth. 


$26,000 face value of the Six Per Cent. Gold Bonds of 
the Berkeley Electric Lighting Company, issued under 
its said First Mortgage, dated July 1, 1896. 


49 


(a) Whenever from time to time the California Cor- 
poration shall tender or cause to be tendered to the 
Trustee for deposit hereunder any of said underlying 
bonds now outstanding or reserved to retire other under- 
lying bonds as above mentioned with all unmatured 
coupons thereto appertaining, whether before, at or after 
the payment, redemption or maturity thereof, the Trus- 
tee, in exchange therefor shall authenticate and deliver 
to the California Corporation, or upon its order, bonds 
hereunder in an aggregate principal sum equal to the 
face value of the underlying bonds so tendered to the 
Trustee. 


(b) At any time or times on or after the maturity or 
redemption of any of the underlying bonds, or within 
twelve months before such maturity or after any such 
underlying bonds shall have been called for redemption 
but before such redemption, the California Corporation 
may sell bonds issued under this indenture, in order to 
provide in whole or in part the means to pay or redeem 
such underlying bonds as shall not theretofore have 
been delivered to the Trustee and held by it under this 
indenture, and which have matured or been redeemed, or 
are to mature or have been called for redemption, and 
the Trustee shall certify and deliver to the California 
Corporation, or upon its order, bonds secured hereby in 
an aggregate principal sum equal to the face value of 
such underlying bonds for the payment or redemption of 
which the California Corporation desires to provide, 
provided that an amount of money equal to the face 
value of the bonds so certified and delivered hereunder 


00 


shall simultaneously be deposited with the Trustee in 
exchange therefor. Out of the money so received by the 
Trustee, it shall, on demand of the California Corpora- 
tion, and upon delivery to the Trustee of the underlying 
bonds so purchased, paid or redeemed by the California 
Corporation, pay to the California Corporation a sum 
equal to the face value of such underlying bonds so paid 
or redeemed. Provided, however, that so long as any 
bonds secured by the General and Collateral Trust Mort- 
gage of the Pacifie Company shall remain outstanding, 
no bonds underlying this Unifying and Refunding Mort- 
gage shall be called for redemption before maturity at a 
price exceeding par, without the written consent of the 
Trustee, except such underlying bonds as shall be called 
for redemption pursuant to the sinking fund provisions 


of some underlying mortgage. 


(c) Whenever any of the underlying bonds shall 
hereafter have been (1) retired and canceled through 
the operation of any sinking fund created under any 
mortgage securing any of such underlying bonds or 
otherwise (save only by being refunded by the bonds of 
another issue of underlying bonds reserved for that pur- 
pose), or (2) hereafter acquired for the sinking fund 
created by the mortgage securing such bonds under such 
conditions that the bonds so acquired shall thereupon 
become non-negotiable,—provided in every case that no 
bonds secured hereby shall have been issued against the 
bonds so retired and canceled or so acquired for sinking 
fund purposes,—an amount of bonds reserved under this 
section equal in face value to the amount of bonds so 


OL ' 


U. OF ILL. LIB. 


retired and canceled and so acquired for sinking fund 
purposes shall be subject to issue and shall be certified 
by the Trustee and delivered to the California Corpora- 
tion to pay for 85% of the actual cost of betterments or 
extensions to the property of, and 85% of the cost of 
new property actually acquired by the California Corpo- 
ration, the South Yuba Water Company or Central Cali- 
fornia Electric Company; provided, however, that none 
of the bonds which may be available for issuance under 
this clause (c) on account of bonds retired or cancelled 
or acquired for sinking fund purposes prior to January 
Ist, 1912, shall be issued by the California Corporation 
or be certified by the Trustee unless with the unanimous 
written consent of the Bondholders’ Committee; but any 
of said bonds which shall become available for issuance 
under this clause (c) on account of bonds retired or can- 
celled or acquired for sinking fund purposes after Jan- 
uary Ist, 1912, may be certified and issued without the 
consent of the Bondholders’ Committee. The Trustee 
shall not certify or deliver any bonds under this clause 
(c) except upon presentation of certificates showing that 
said bonds are required for expenditures then already 
made by the California Corporation for work done or 
for property actually constructed or acquired by it or by 
its said constituent companies; the certificates, in other 
respects, to be made by the same officers and to be simi- 
lar in form and substance to those prescribed in section 
4 of this article, the Trustee having the right to make 
independent investigation of the facts at the expense of 
the California Corporation as provided in said section 4. 


a2 


(d) <Any and all of said $30,382,000 of bonds which 
shall remain unissued after the retirement and cancella- 
tion of all of the said underlying bonds shall, thereafter, 
from time to time, be executed by the California Corpo- 
ration and delivered to the Trustee and shall thereafter 
be certified and delivered by the Trustee for the pur- 
poses, under the conditions, and subject to the restric- 
tions specified in said Section 5, in addition to the bonds 
reserved for issue under said section. 


(e) A certificate signed by the President or Vice- 
President and by the Secretary or Assistant Secretary 
of the California Corporation, under its corporate seal, 
stating that the bonds, in respect of the deposit, or an- 
ticipated deposit, of which the certification and delivery 
of bonds hereunder shall be requested, were outstanding 
on the 1st day of November, 1907, or have been issued 
in accordance with the mortgage securing the same since 
that time in exchange for other underlying bonds, as 
the case may be, and stating any other facts or concern- 
ing any other condition or conditions pertinent to the 
right under this Section to certify and deliver bonds to 
be issued under and secured by this indenture, shall be 
sufficient evidence to the Trustee of such facts and full 
warrant, authority and protection for the action of the 
Trustee in accordance therewith. 


Section 3. $3,055,000 face value of the bonds author- 
ized to be issued under this indenture shall be executed 
by the California Corporation, and shall be certified 
and delivered by the Trustee to the California Corpora- 


53 


tion for use in, or to aid in, refunding, retiring, redeem- 
ing, purchasing, paying and exchanging any part of the 
unfunded or floating debt of the California Corporation. 


The bonds so reserved under this Section shall be cer- 
tified and delivered to the California Corporation, or 
upon its order, on the filing with the Trustee, from time 
to time, of a copy of a resolution by the Board of Direc- 
tors of the California Corporation, certified under its 
corporate seal by its Secretary or Assistant Secretary, 
requesting such delivery, and stating that the bonds so 
delivered, or their proceeds, will be used by the Cali- 
fornia Corporation only in, or to aid in, refunding, retir- 
ing, redeeming, purchasing, paying and exchanging such 
unfunded and floating debt, and the Trustee may require | 
such evidence of the use of said bonds for the purposes 


aforesaid as may be satisfactory to it. 


Section 4. $3,058,000 face value of the bonds author- 
ized to be issued under this indenture shall be executed 
by the California Corporation and shall be certified and 
delivered by the Trustee from time to time to the Cali- 
fornia Corporation or upon its order for use, in the dis- 
cretion of the California Corporation, in or to aid in 
acquiring and providing for eighty-five per cent. of the 
cost of betterments or extensions to the property of and 
the acquisition of new property for the California Cor- 
poration, South Yuba Water Company, and Central 
California Hlectric Company. 


No bonds reserved under this section shall be issued, 
sold, or otherwise disposed of to any greater amount 


o4 


than will produce (at the price of not less than ninety 
per cent. of their face value) net proceeds equal to 
eighty-five per cent. of the cost of the betterments, ex- 
tensions, and new property on account whereof such 
bonds are issued. 


The said $3,058,000 face value of bonds shall be cer- 
tified and delivered upon and subject to the following 
conditions and restrictions, to wit: 


(a) Before certifying and delivering any bonds re- 
served under this section, there shall be delivered to the 
Trustee a copy of a resolution of the Board of Directors 
of the California Corporation, certified under its cor- 
porate seal by its Secretary or Assistant Secretary, call- 
ing for the certification and delivery of such bonds, and 
specifying the particular purpose or purposes for which 
the bonds called for by said resolution are to be used, 
and directing the officers of the California Corporation 
to set aside such amount of bonds or their proceeds, 
separate and apart from any other assets and funds of 
the California Corporation, and to use the same only for 
the purposes specified in such resolution. 


(b) In every instance, before certifying and deliver- 
ing any of the bonds reserved under this section, and 
which are to be used in or to aid in acquiring and pro- 
viding for the cost of betterments or extensions as afore- 
said, the California Corporation shall furnish to the 
Trustee, in addition to such resolution of its Board of 
Directors, the certificate of the chief engineer of the Cali- 
fornia Corporation describing the work to be done, and 


ays) 


stating the estimated cost thereof,:and in case of the 
acquisition or construction of new property, such resolu- 
tion of the Board of Directors shall be accompanied by 
a certificate of the chief engineer and of the President or 
Vice-President of the California Corporation, containing 
- a description of the new property to be acquired and 
stating (1) the necessity therefor or the desirability 
thereof, and whether such property is known or believed 
to be subject to any lien or charge (except undetermined 
liens or ordinary operating accounts or charges inci- 
dental to construction), and if so subject, such certificate 
shall specify the character and amount of such prior 
liens or charges (other than as aforesaid) known or be- 
lieved to be existing or attaching thereto, and (2) the 
price to be paid for such property, and that such price 
does not exceed the fair value of such property. Any 
such last-mentioned certificate shall also be accompanied 
by the original or a verified copy of the written contract, 
if any, providing for the sale of the bonds the certifica- 
tion and delivery of which are called for by such resolu- 
tion, and a statement by the President or Vice-President 
of the California Corporation showing the amount of the 
commission (if any) to be paid on account of such sale. 
The Trustee hereunder may rely upon the facts stated 
in any resolution, certificate, statement, or paper men- 
tioned in this section, and in such case such resolution, 
certificate, statement or paper shall be conclusive evi- 
dence in favor of the Trustee, but the Trustee may, if 
it deems a verification of any of the facts stated in any 
such certificate or statement to be necessary or advisable 


06 


(but not otherwise) investigate, in such manner as to it 
may seem proper at the expense of the California Cor- 
poration, the statements contained in any such certificate 
or statement, and if such statements are not founded in 
fact said Trustee shall not deliver any bonds called for 
by such resolution, and the California Corporation shall 
pay to the Trustee upon demand the costs and expenses 


of such investigation. 


(c) None of the bonds reserved under this section 
shall be certified or delivered for or in respect of the 
construction, purchase, or acquisition of property sub- 
ject to any lien or charge certified as aforesaid, unless 
or until the Trustee shall have reserved therefrom an 
amount of the bonds authorized to be issued under this 
indenture equal, at the rate of ninety per cent. of the 
face value of such bonds and accrued interest, to the 
aggregate amount of such certified liens and charges. 
Whenever thereafter any such certified liens and charges 
in respect of which such reservations shall be made shall 
be paid or be satisfied, or shall be acquired and sub- 
jected to the lien hereof, then a proportionate amount 
of the bonds authorized to be issued under this indenture 
so reserved by the Trustee under this clause shall 
be delivered by the Trustee to the California Corpora- 
tion or upon its order, so that the amount of such bonds 
reserved by the Trustee under this clause at all 
times shall be equal, at the rate aforesaid, to the amount 
of liens and charges so certified remaining unsatisfied 
or not subject to the lien of this Indenture: Provided, 
however, that the amount of such liens and charges shall 


57 


in all cases be counted as a part of the cost of the new 
property to which they attach, so that in case of a re- 
quest by the California Corporation for the certification 
of bonds with respect to the construction, purchase or 
acquisition of new property so subject to liens or 
charges, the Trustee, after reserving bonds to the 
amount of such liens and charges, shall certify in addi- 
tion thereto, on account of such new property, only an 
amount of bonds, which added to the bonds so reserved, 
will not exceed (at ninety per cent. of their face value) 
eighty-five per cent. of such cost of such new property. 


(d) Any new property so constructed or acquired 
shall forthwith and ipso facto. become and be subject 
to the lien and operation of this indenture, and the Cali- 
fornia Corporation from time to time shall execute or 
cause to be executed and delivered in due form of law 
all such deeds, conveyances or instruments of further 
assurance as may be necessary for the purpose of ef- 
fectually subjecting to the lien and operation of this In- 
denture any new property so constructed or acquired 
by the California Corporation, and the California Cor- 
poration shall furnish the written opinion of counsel 
of the California Corporation to the effect that such 
deeds, conveyances or other instruments are sufficient 
for such purpose, or that no deed, conveyance or instru- 
ment of further assurance is necessary for the purposes 
aforesaid, or, in the case of the delivery of bonds re- 
served under clause (c) of this section, that such liens 
and charges have been duly paid and satisfied or have 
been acquired and duly subjected to the lien hereof. 


58 


Section 5. The remaining bonds authorized to be is- 
sued hereunder, to wit, bonds to the amount of $8,605,000 
face value, and all bonds reserved to retire underlying 
bonds in accordance with section 2 of this article, but 
not required therefor, as provided in subsections (c) 
and (d) of said section 2, shall be executed by the Cali- 
fornia Corporation and shall be certified and delivered 
by the Trustee from time to time for the purposes and 
under the conditions and restrictions provided for in 
Section 4 of this Article, provided that so long as any 
bonds are outstanding under the General and Collateral 
Trust Mortgage of the Pacific Gas and Electric Com- 
pany mentioned in Article One hereof, none of the bonds 
reserved under this section shall be certified or delivered 
until there shall be filed with the Trustee not only the 
resolutions and certificates required by said Section 4, 
but also a certified copy of a resolution adopted by the 
bondholders’ committee provided for by said General 
and Collateral Trust Mortgage, consenting to the cer. 
tification of such bonds, and then only in accordance 
with such resolution of the bondholders’ committee. 


ARTICLE FOUR. 


PARTICULAR COVENANTS OF THE CALIFORNIA CORPORATION. 


Section 1. The California Corporation covenants and 
agrees that it will duly and punctually pay, or cause to 
be paid, the principal and interest of every bond issued 
hereunder and secured hereby, all in gold coin of the 
United States of or equal to the present standard of 


59 


weight and fineness, at the dates and places and in the 
manner mentioned in such bonds, and in the coupons 
appertaining to coupon bonds, according to the true in- 
tent and meaning thereof. The California Corporation 
further covenants and agrees (in so far as it lawfully 
may without prejudice to any of the rights of holders 
of bonds or coupons secured hereby) that said princi- 
pal and interest shall be paid without deduction for any 
tax or taxes imposed by the United States, or by any 
State, County, Municipality or Governmental subdivi- 
sion, which the California Corporation may be required 
or permitted to pay thereon or to retain therefrom under 
or by reason of any present or future law. The interest 
on coupon bonds shall be payable only on surrender for 
cancellation of the respective coupons annexed to said 
bonds as such coupons respectively mature, and, when 
and as paid, all such coupons shall forthwith be can- 
celed. 


Section 2. The California Corporation covenants and 
agrees that at all times, until the payment of the prin- 
cipal of the bonds secured by this indenture, it will keep 
an office or agency in the City of New York, where cou- 
pons may be presented for payment, and the holders of 
registered bonds may receive payment of interest 
thereon, and bonds secured hereby may be registered, 
and an office or agency in the City of San Francisco, 
where bonds and coupons may be presented for pay- 
ment and the holders of registered bonds may receive 
payment of interest thereon and bonds secured hereby 
may be registered, and that from time to time it will 


60 


give written notice to the Trustee of the place of each 
such office and agency. 


Section 3. The California Corporation covenants and 
agrees that upon the completion of the retirement and 
cancellation of all underlying bonds this Indenture shall 
be and thereafter shall be kept a first lien upon all of 
the property of the California Corporation, except (1) 
liens and charges upon property hereafter purchased by 
the California Corporation, or its successor, no part of 
the purchase price of which has been paid with bonds 
or with the proceeds of the bonds secured hereby, and 
except (2) liens and charges against which bonds are 
reserved under clause (c) of Section 4 of Article Three 
hereof; and the California Corporation covenants that 
it will pay, or cause to be discharged, or will make ade- 
quate provision for the satisfaction or discharge of, all 
lawful claims and demands of mechanics, laborers and 
others, which, if unpaid, might by law or otherwise be 
given precedence to this Indenture as a lien or charge 
upon the mortgaged premises and property, or any 
part thereof, or upon the income thereof. 


Section 4. The California Corporation covenants and 
agrees that, from time to time, it will duly pay and dis- 
charge all taxes, assessments and governmental charges 
lawfully imposed upon the premises and property hereby 
mortgaged or pledged, or which may become subject to 
the lien hereof, or upon any part thereof, or upon the 
income and profits thereof, the lien of which would be 
prior to the lien hereof, so that the priority of this In- 


61 


denture shall be fully preserved in respect of such 
premises and property; and also that it will pay and 
discharge (in so far as it may lawfully pay or covenant 
or agree to pay the same), all taxes, assessments and 
governmental charges, lawfully imposed upon the lien 
or interest of the Trustee under this Indenture, so that 
the lien and priority of this Indenture shall be fully 
preserved at the cost of the California Corporation, in 
so far as it may be lawful, without expense to the 
Trustee or to the bondholders; provided, however, that 
nothing contained in this Section shall require the Cali- 
fornia Corporation to pay any such tax, assessment or 
charge, so long as the validity thereof shall.in good 
faith be contested, unless thereby property or securities 
shall be lost or forfeited, or in immediate danger 
thereof, and that nothing in said bonds or in this In- 
denture contained shall obligate or be deemed to obli- 
gate the California Corporation to pay any tax, assess- 
ment or other governmental charge, the agreement to 
pay which or the payment of which would be contrary 
to law, or would result in the forfeiture of any right or 
interest secured to the holders of said bonds by the 
terms of said bonds or of this Indenture. 


Section 5. The California Corporation covenants and 
agrees that it will not issue, negotiate, sell, hypothecate 
or dispose of any bonds hereby secured except for the 
best price obtainable therefor (but in no case for less 
than ninety per cent. of their face value) or in any man- 
ner other than in pursuance of its lawful corporate 
powers and in accordance with the provisions of this 


62 


Indenture and the agreements in that behalf herein con- 
tained, and that, in issuing, selling, hypothecating, nego- 
tiating or otherwise disposing of such bonds from time 
to time, it will well and truly apply the same, or cause 
the same to be applied, and will apply the proceeds 
thereof, only to and for some one or more of the lawful 
corporate purposes in this indenture prescribed. 


Section 6. The California Corporation covenants and 
agrees that it will not, directly or indirectly, extend or 
assent to the extension of the time for payment of any 
coupon or claim for interest upon any bond secured 
hereby, and that it will not, directly or indirectly, be a 
party to any arrangement therefor by purchasing or 
funding said coupons or claims for interest upon regis- 
tered bonds or in any other manner. In case the pay- 
ment of any such coupon or claim for interest shall be 
so extended by or with or without the consent of the 
California Corporation, such coupon or claim for in- 
terest so extended shall not, nor shall any coupon be- 
longing to any bond hereby secured, which, in any way 
on or after maturity, shall have been transferred or 
pledged separate and apart from the bond to which it 
relates, unless accompanied by such bond, be entitled, 
in case of default hereunder, to any benefit of or from 
this Indenture, except after the prior payment in full 
of the principal of all bonds issued hereunder, and of 
all coupons and claims for interest on such bonds, 
which have not been so extended, transferred or pledged. 


63 


Szction 7. The California Corporation covenants and 
agrees that it will well and truly pay and discharge, 
upon presentation thereof for payment, at or after ma- 
turity, or will acquire and will deposit with the Trustee 
hereunder, all of the said underlying bonds (except such 
thereof as shall be exchanged for other underlying 
bonds), and it will punctually pay or cause to be paid 
the interest on all such underlying bonds not acquired 
and deposited hereunder as and when such interest shall 
become due and payable, until all underlying bonds 
shall have been fully paid and discharged or shall have 
been acquired and deposited hereunder, and it will not 
make or suffer any default either in respect to such un- 
derlying bonds or under the mortgages securing them 
wherefrom the right may arise to enforce by foreclosure 
or otherwise the lien therein provided, and it will not 
extend or renew any such underlying bonds, and will not 
cause or suffer the same to be extended or renewed; but 
the holders of any such underlying bonds shall not be 
entitled to the benefit of the lien of or to any rights 
under this Indenture. 


Section 8. All property, rights and franchises of 
every name and nature, hereafter acquired by the Cali- 
fornia Corporation, shall immediately upon the acquisi- 
tion thereof by the California Corporation, and with- 
out any further conveyance or assignment, become and 
shall be subject to the lien of this Indenture, as fully 
and completely as though now owned by the California 
Corporation and specifically described in the granting 
clauses hereof; and the California Corporation expressly 


64 


covenants and agrees that it will at any and all times 
execute and deliver any and all such further assurances, 
conveyances or assignments thereof as the Trustee may 
reasonably direct or require for the purpose of ex- 
pressly and specifically subjecting the same to the len 
of this Indenture, and also that it will do, execute, ac- 
knowledge and deliver or cause to be done, executed, 
acknowledged and delivered all and every such further 
acts, deeds, conveyances, transfers and assurances as 
may be proper under the laws for the better assuring, 
conveying, assigning and transferring unto the Trustee 
all and singular the property, rights and franchises 
hereby mortgaged or pledged or intended so to be, or 
which the California Corporation may be or hereafter 
become bound to mortgage or pledge to the Trustee, as 
the Trustee shall reasonably require. 


Section 9. The California Corporation covenants and 
agrees that it will not cause, suffer, or permit any bonds 
to be issued under any of the mortgages securing any of 
the underlying bonds mentioned in Section 2 of Article 
Three hereof (in addition to the underlying bonds men- 
tioned in said Section 2), except such bonds as are 
reserved under said mortgages and are authorized to be 
issued thereunder as specified in said Section 2 in 
exchange for other underlying bonds. 


Section 10. The California Corporation further cove- 
nants and agrees that it will not suffer or permit either 
the South Yuba Water Company, or the Central Cali- 
fornia Electric Company to sell or convey all or any part 


65 


of its property (other than corporate bonds), unless (a) 
to the California Corporation, or (0) to the Pacific Com- 
pany in case such company shall have acquired the 
properties of the California Corporation as provided in 
Article Twelve hereof, or in the case of the Central Cali- 
fornia Electric Company (c) such sale or conveyance 
is made to the South Yuba Water Company, or (d) the 
property sold or conveyed is not necessary to be re- 
tained in connection with the business of the corpora- 
tion selling or conveying the same. The written con- 
sent of the Trustee to the sale or conveyance of any 
property of the nature described in clause (d) of this 
Section shall be conclusive evidence in favor of the 
California Corporation that the property so sold or con- 
veyed is not necessary to be retained in connection with 
the business of the corporation selling or conveying the 
same; but any such sale or conveyance may be made 
without the written consent of the Trustee if the prop- 
erty so sold or conveyed is in fact not necessary to be 
retained in connection with the business of the cor- 
poration making such sale or conveyance. The pro- 
ceeds of any sale or conveyance authorized by this sec- 
tion, except any sale or conveyance mentioned in clauses 
(a), (b) and (c) hereof, shall be held, used and dis- 
posed of only for one or more of the following pur- 
poses: (a) in accordance with any provision assigning 
or regulating the disposition of such proceeds which is 
contained in any mortgage which is a lien upon such 
property at the date of such sale or conveyance thereof, 
or (b) for the purchase of other property for the use 


66 


of the corporation making such sale or conveyance, or 
(c) to retire the bonds of the corporation making such 


sale or conveyance. 


Section 11. The California Corporation covenants and 
agrees that from time to time it will duly pay and dis- 
charge or cause to be paid and discharged all taxes, as- 
sessments, and governmental charges lawfully imposed 
upon the premises and property of the South Yuba 
Water Company, and Central California Electric Com- 
pany, or upon any part thereof, or upon the income and 
profits of either of such companies; provided, however, 
that nothing contained in this section shall require the 
California Corporation to pay or cause to be paid any 
such tax, assessment, or charge so long as the validity 
thereof shall in good faith be contested, unless thereby 
the property against which such tax, assessment, or 
charge is laid shall be lost or forfeited, or in imme- 
diate danger thereof. | 


The California Corporation covenants and agrees 
that it will not sanction or permit any issue of additional 
shares of the capital stock of the South Yuba Water 
Company, or the Central California Electric Company, 
or of any company the greater portion of whose capital 
stock shall be pledged and delivered hereunder, unless 
simultaneously there shall be made effective provision 
that all such additional stock (or such part of such addi- 
tional stock as shall. be proportionate to the part of the 
entire issue of such capital stock previously pledged 
hereunder) forthwith on the issue thereof shall be de- 


67 


livered to and be pledged with the Trustee hereunder, 
and shall be subject to all the trusts of this Indenture. 


The California Corporation covenants and agrees that 
it will not create or suffer to be created any mortgage 
lien upon any of the premises or property of the South 
Yuba Water Company, or Central California Electric 
Company, or permit either of such companies to incur 
any floating indebtedness, and that it will pay and dis- 
charge or cause to be paid and discharged, or will make 
adequate provision for the satisfaction and discharge 
of, all lawful claims and demands of mechanics, labor- 
ers, and others which, if unpaid, might by law or other- 
wise attach to the premises and property of any of such 
companies, or any part thereof, or to the income of any 


such companies. 


Section 12. The California Corporation covenants 
and agrees that at all times it will maintain, preserve 
and keep the mortgaged premises and property and 
every part thereof, and will cause to be kept the prem- 
ises and property of the South Yuba Water Company, 
and Central California Electric Company, together with 
the works, plants, buildings, machinery, fixtures, equip- 
ment, lines, tools and appliances and appurtenances and 
every part and parcel thereof, in thorough repair, work- 
ing order and condition, and adequately insured, and 
that it will from time to time make all needful and 
proper repairs, renewals, alterations, additions, better- 
ments and improvements, so that the business of the 
California Corporation and said other companies and 


68 


every part thereof shall at all times be conducted in a 
good and business-like manner; that it will also take 
all necessary steps to preserve all water-rights, fran- 
chises, privileges, immunities, and exemptions now 
owned or enjoyed or which may hereafter be owned 
or enjoyed by the California Corporation or any of 
said other companies, and will comply with all such 
laws as may now or hereafter be applicable, so as to 
effectually preserve, obtain and secure the rights, fran- 
chises, and privileges now or hereafter necessary or 
proper for the preservation and protection of the rights 
and privileges now owned by it and the proper con- 
duct of its business and affairs. 


Section 13. The California Corporation covenants and 
agrees that it will acquire, as soon as practicable, all 
the property, rights and franchises of the South Yuba 
Water Company, and Central California Electric Com- 
pany, and will cause such property, rights and fran- 
chises to be subjected to the lien of this Indenture. 


Section 14. The California Corporation covenants and 
agrees that it will pay, as they become due, each and 
every instalment of the purchase price of the stock of 
the South Yuba Water Company, in accordance with the 
agreement of purchase between said Company and War- 
ner Van Norden, hereinbefore described, and that it 
will in other respects faithfully comply with each and 
all of the conditions of said agreement of purchase. 


69 


ARTICLE FIVE. 


CONTROL OF PLEDGED SECURITIES. 


Section 1. Every underlying bond of any of the is- 
sues referred to in Section 2 of Article Three hereof 
which shall be deposited with or otherwise acquired by 
the Trustee (except bonds acquired for the sinking fund 
to be created and maintained under this Indenture as set 
forth in Article Nine hereof), shall by the Trustee be 
stamped with the words ‘‘Not negotiable; held in trust 
under the Unifying and Refunding Mortgage of the 
California Gas and Electric Corporation, dated No- 
vember 1, 1907,’’ and shall be held by the Trustee, as 
purchaser, without extinguishment or impairment of 
hen, as additional security for the payment of the bonds 
hereby secured, until (a) all bonds of the same issue at 
any time outstanding, shall have been so deposited (ex- 
cept lost or destroyed bonds for which satisfactory in- 
demnity may have been given), and (b) all bonds of 
every issue of underlying bonds secured by a mortgage 
junior in lien upon any part of the property covered by 
the mortgage securing the bonds so deposited have been 
canceled, when all such deposited bonds of such issue 
shall be canceled or procured to be canceled by the 
Trustee and surrendered to the California Corporation. 
Upon the cancellation of any issue of underlying bonds 
and the discharge of the mortgage securing the same, all 
bonds or shares of stock pledged to secure the bonds se 
canceled, shall (unless required to be deposited under 
some mortgage securing other underlying bonds) forth- 


10 


with be delivered to and thereafter be held by the 
Trustee hereunder. 


Section 2. If at the time of maturity or redemption 
of any such underlying bonds the holders thereof shall 
decline to sell and to deliver the same at par and ac- 
erued interest (and the premium, if redeemed), but shali 
require the payment thereof, then, upon the payment 
thereof by or for the California Corporation, the said 
Trustee shall certify and shall deliver to the California 
Corporation or upon its order, the same amount at 
par of the bonds reserved hereunder under Section 2 
of Article Three hereof, as though said matured or re- 
deemed bonds had been purchased by the California 
Corporation and by it deposited with the said Trustee, 
and by virtue of such payment or redemption of such 
underlying bonds and the issue of such new bonds the 
Trustee shall forthwith be subrogated to and vested with 
all the rights and liens of the holders of the bonds so 
paid or redeemed. 


Section 3. Neither the principal nor the interest of 
any such underlying bonds at any time so held by the 
Trustee, shali be collected or required to be paid unless 
or until proceedings shall have been instituted to en- 
force the mortgage securing such bonds, either by entry 
or by sale, but then and thereupon all of the bonds of 
that issue then so held by the said Trustee and all in- 
terest thereon maturing on or subsequently to the date 
upon which default was made for which such proceed- 
ings shall have been instituted, shall be entitled to pay- 


71 


ment and payment thereof shall be enforced, ratably 
and equally with all other bonds of such issue not de- 
posited with said Trustee, but all interest maturing upon 
any such deposited bonds prior to any default under 
this Indenture or under the mortgage securing such 
deposited bonds, shall be deemed to have been paid and 
satisfied, and upon request of the California Corpora- 
tion therefor the coupons or interest warrants repre- 
senting such interest shall be canceled by the Trustee 
and delivered to the California Corporation. 


Section 4. The California Corporation covenants and 
agrees that it will deliver to the Trustee any and all 
certificates for shares of stock which may become 
or be intended to become subject to the lien of this 
Indenture, and the Trustee may cause to be transferred 
into its name as Trustee under this Indenture or into 
the name of any other person by it selected all shares 
of stock pledged to and deposited with it pursuant here- 
to, but all certificates for any such shares of stock stand- 
ing in the name of any other person or persons shall at 
all times be held by the Trustee endorsed in blank by 
the person in whose name the shares represented thereby 
shall stand. 


Section 5. It is hereby expressly agreed that, while 
and so long as there shall be no default in the payment 
of the principal or interest of any of the bonds secured 
hereby or in the due performance or observance of any of 
the covenants or conditions herein required to be kept 
or performed by the California Corporation, continuing 


72 


as hereinafter provided, the Trustee shall execute and de- 
liver to the California Corporation, upon the written or- 
der of its president or vice-president, assignments of or 
orders for any dividends which may be declared to be or 
be payable upon any deposited or pledged stock registered 
in the name of the Trustee or any person into whose 
name the Trustee shall have caused certificates for such 
shares of stock to be transferred; and so long as it shall 
not be in default as aforesaid, the California Corpora- 
tion shall have the right to vote upon or assent in re- 
spect to all shares of stock pledged hereunder for all 
purposes not contrary to its covenants herein contained 
or otherwise inconsistent with the provisions or pur- 
poses of this Indenture, and with the same force and 
effect as though such shares were not subject to this 
Indenture, and from time to time, upon demand of the 
California Corporation, the Trustee forthwith shall ex- 
ecute and deliver, or shall cause to be executed and de- 
livered, to the California Corporation, or to its nom- 
inees, suitable powers of attorney or proxies to vote 
upon or sign or assent in respect to any shares of stock 
which may be registered in the name of the Trustee or 
of any person into whose name the Trustee shall have 
caused them to be transferred, at any meeting or meet- 
ings of the company or companies which shall have is- 
sued the same, or for any lawful purpose of represen- 
tation of said shares. 


In case there shall be a default as aforesaid, then 
during the continuance of such default, in addition to 
the other remedies hereinafter provided, the Trustee 


73 


may revoke any such proxy or proxies and vote upon 
any such shares of stock, but after any such default 
shall have been made good or shall have been waived 
as in this Indenture provided, the right of the Cali- 
fornia Corporation to vote upon or assent in respect 
to any such shares and the obligation of the Trustee 
to execute such proxies, or cause the same to be ex- 
ecuted, shall revive and shall continue as though no 
such default had taken place. 


Section 6. In case, while and so long as there shall 
be no default hereunder, any sum shall be paid on ac- 
count of the principal of any underlying bonds or other 
bonds or of any obligation subject to this Indenture, or 
in case any sum shall be paid on account of the interest 
upon any such bonds or obligations, out of the proceeds 
of the sale of property covered by a mortgage or trust 
deed securing such bonds or obligations, or in case upon | 
the dissolution or liquidation of any company any sum 
shall be paid upon any bonds, subject to this Indenture, 
then and in any such case any such sum, unless required 
to be paid to and received by the Trustee under any 
Indenture constituting a prior lien on the mortgaged 
or pledged premises or any part thereof, shall be re- 
ceived by the Trustee and shall be by it expended in 
purchasing or redeeming bonds issued hereunder, or 
any underlying bonds, in its discretion. 


_ Section 7. In case default shall be made in the pay- 
ment of the principal or interest of any of the bonds 
which shall have been delivered to and shall be held by 


74 


the Trustee hereunder, or of any bonds then secured 
by the same mortgage as bonds held by the Trustee, 
then and in any such case, the Trustee, without preju- 
dice to its right to claim a default under this Indenture, 
may in its discretion, cause proper proceedings to be 
instituted to enforce or foreclose the mortgage by which 
the bonds so in default are secured. . 


In case any property covered by an underlying mort- 
gage shall be sold upon foreclosure of such mortgage, 
then, if the property sold can be acquired by crediting on 
the bonds held by the Trustee hereunder the sum accruing 
or to be received thereon out of the proceeds of such 
property and paying not more than fifteen per cent. of 
the price of such property in cash, the Trustee in its 
discretion may—but, if by the California Corporation 
or by the holders of a majority in amount of the bonds 
hereby secured and then outstanding requested in writ- 
ing and provided with the amount of cash necessary 
therefor, the Trustee shall purchase or cause to be pur- 
chased or permit the California Corporation to purchase 
such property in the name or on behalf of the Trustee 
or of the California Corporation, or by purchasing trus- 
tees, and shall use or permit the California Corporation 
to use such bonds, so far as may be, to make payment 
for such properties; and in case of such purchase the 
Trustee shall take such steps as it may deem proper to 
cause such property to be vested in the California Cor- 
poration subject to the lien of this Indenture. The 
California Corporation covenants that on demand of 
the Trustee it (the California Corporation) forthwith 


75 


will pay or satisfactorily provide for the payment of all 
expenditures incurred by the California Corporation 
under any of the provisions of this section, including 
all sums required to obtain or perfect the ownership or 
title of any property which the Trustee shall purchase 
or cause to be purchased pursuant to the provisions of 
this section. 

In case the Trustee shall not purchase or cause to be 
purchased the property sold at any such sale, then the 
Trustee shall receive any portion of the proceeds of the 
sale accruing on the bonds held hereunder, and such pro- 
ceeds shall be held by the Trustee and shall be by it ex- 
pended in purchasing or redeeming bonds issued here- 
under or any underlying bonds, in its discretion. 


Section 8. The Trustee upon the request of the Cali- 
fornia Corporation, or in its discretion when not so re- 
quested, may do whatever is necessary for the purpose 
of maintaining, preserving, continuing, regulating or 
extending the corporate existence of any and all com- 
panies, whose stock shall at any time be pledged 
hereunder, and for such purposes from time to time it 
may sell, assign, transfer and deliver so many shares 
of stock of such companies as may be necessary to qual- 
ify persons to act as directors of or in any other official 
relation to such companies, and in every case the Trus- 
tee may make such arrangements as it shall deem 
necessary for the protection of the trust hereunder in 
respect to the shares so assigned. 


76 


ARTICLE SIX. 


REMEDIES OF TRUSTEE AND BONDHOLDERS. 


Section 1. If one or more of the following events 
(hereinafter called the events of default) shall happen,— 
that is to say, if 

(a) default shall be made in the payment of any 
instalment of interest on any bond hereby secured 
when and as the same shall become payable, and 
such default shall have continued for the period 
of six (6) months, or default shall be made in the 
payment of the principal of any such bond; 

(b) default shall be made in the due observ- 
ance or performance of any other covenant or 
condition herein required to be kept or performed 
by the California Corporation, its successors or 
assigns, and such default shall continue for a 
period of six months after written notice thereof 
to the California Corporation from the Trustee; 

(c) default shall be made in the payment of the 
interest on any of the underlying bonds and by 
reason of such default any right of action or 
entry shall have arisen under the mortgage se- 
curing such underlying bonds; 

(d) the California Corporation shall fail, on the 
maturity of any of the underlying bonds, and on 
the presentation thereof in accordance with the 
terms of the mortgage securing such bonds, either 
to pay such underlying bonds or to cause such 


17 


bonds to be taken up and delivered to the Trustee 
to be held under this Indenture; 

(e) an order or decree shall be made for the 
appointment of a receiver of the California Cor- 
poration or of the properties subject to the lien 
hereof, or of any part thereof; 

then in each and every such case the Trustee, by its 
agents or attorneys, may forthwith enter into or upon 
all or any part of the lands, rights, interest, contracts, 
agreements, franchises, premises and other property, 
and the income thereof, hereby mortgaged or pledged 
or intended so to be, and each and every part thereof, 
and may exclude the California Corporation, its agents 
and servants wholly therefrom, and, having and _ hold- 
ing the same, may use, operate, manage and control said 
properties, rights and franchises, and conduct the busi- — 
ness thereof, either personally or by its superintendents, 
managers, receivers, agents, servants or attorneys to the 
best advantage of the holders of the bonds hereby se- 
cured, to the fullest extent authorized by law; and upon 
every such entry the Trustee may, at the expense of the 
trust estate, from time to time, either by purchase, re- 
pair or construction, maintain and restore, and may in- 
sure or keep insured, the apparatus, tools, machinery 
and property, buildings and structures erected or pro- 
vided for use in connection with the business of the Cali- 
fornia Corporation, and whereof it shall become pos- 
sessed as aforesaid, in the same manner and to the same 
extent as is usual with companies engaged in like busi- 
ness, and likewise may, from time to time, at the expense 


78 


of the trust estate, make all necessary or proper repairs, 
renewals, replacements, alterations, additions, better- 
ments and improvements thereto and thereon as to it 
may seem judicious; and the Trustee in such case shall 
have the right to manage the mortgaged and pledged 
premises and property and to carry on the business and 
to exercise all the rights and powers of the California 
Corporation, either in the name of the California Cor- 
poration or otherwise, as the Trustee shall deem best; 
and the Trustee shall be entitled to collect and receive 
all tolls, earnings, incomes, rents, issues and profits 
of the mortgaged and pledged premises and property 
and every part thereof; and, after deducting the ex- 
penses of operating said plants, premises and other 
property, and conducting the business thereof, and of 
repairs, maintenance, renewals, replacements, alter- 
ations, additions, betterments and improvements, and 
all payments which may be made for taxes, assess- 
ments, insurance and prior or other proper charges 
upon the said plants, premises or property or any part 
thereof, as well as just and reasonable compensa- 
tion for its own services and for the services of all 
counsel, agents and employees by it properly engaged 
and employed, it shall apply the moneys arising as 
aforesaid as follows: 


Frrst: In ease the principal of the bonds hereby 
secured shall not have become due, to the payment 
of the interest in default in the order of the maturity 
of the installments of such interest with interest there- 
on at the rate of five per cent. per annum, such payments 


79 


to be made ratably to the persons entitled thereto with- 
out any discrimination or preference, subject how- 
ever to Section 6 of Article Four hereof; 

Srconp: In case the principal of the bonds hereby 
secured shall have become due, by declaration or oth- 
erwise, first, to the payment of the accrued interest 
(with interest on the overdue installments thereof at 
the rate of five per cent. per annum) in the order of 
the maturity of the installments, subject, however, to 
Section 6 of Article Four hereof, and next, if any sur- 
plus remain, towards the payment of the principal of 
all bonds hereby secured, such payments in every in- 
stance to be made ratably to the persons entitled there- 
to without any discrimination or preference. 

Upon the payment in full of whatever may be due 
for principal or interest or both (as the case may 
be) and be payable for other purposes, the mortgaged 
property and premises shall be returned to the Cal- 
ifornia Corporation. 

Upon the happening of any of the events of default 
hereinbefore specified, and during the continuance of 
such defaults, the Trustee shall be entitled, whether or 
not it shall have exercised the rmght of entry by this 
Section conferred, for the benefit of the holders of the 
bonds hereby secured to receive and collect all interest 
moneys and all dividends maturing and payable upon 
all bonds and stocks then held by it hereunder, and shall 
apply all moneys so received in the manner in this 
Section prescribed in respect of the tolls, earnings, in- 
come, rents, issues and profits of the mortgaged and 


80 


pledged premises and property; and as holder of such 
bonds and shares of stock the Trustee shall be en- 
titled to perform any and all acts and to make or exe- 
cute any and all transfers, requests, requisitions or 
other instruments for the purpose of carrying out the 
provisions of this Section; but in the event that a 
receiver of the mortgaged and pledged premises and 
property shall have been appointed hereunder and 
shall be in possession thereof, the Trustee from time 
to time in its discretion, may, and, if requested by the 
holders of a majority in amount of the bonds hereby se- 
cured and then outstanding, the Trustee shall turn 
over any part or all of the interest moneys and divi- 
dends so collected by it to such receiver and may co- 
operate with such receiver in managing and operating 
the premises and property of the California Corpo- 
ration, subject to the lien of this Indenture, in such 
manner as the Trustee shall deem for the best interests 
of the holders of the bonds hereby secured; but, not- 
withstanding the appointment of any receiver, the 
Trustee shall not be obliged to deliver to the receiver 
any bonds or shares of stock mortgaged or pledged 
hereunder, but shall be entitled itself to retain pos- 
session of the same. 

In case, at any time when the mortgaged and 
pledged premises and property shall be in the posses- 
sion of the Trustee or of any receiver, the income and 
profits received from the mortgaged and pledged prem- 
ises and property, after deducting all expenses prop- 
erly chargeable against the same, shall be insufficient to 


81 


pay all the interest upon bonds secured hereby which 
was due when the Trustee, or such receiver, took pos- 
session of the mortgaged property and premises, and 
all interest which may fall due while the Trustee, or 
such receiver, is in possession thereof, then the contin- 
uance of a default which shall have occurred before the © 
Trustee or receiver took possession of the property, or 
the failure to pay interest maturing while the Trustee 
or such receiver shall be in possession of the property 
and premises, shall entitle the Trustee and the bond- 
holders to the same rights and remedies as are herein 
or by law provided upon the continuance of such de- 
fault or the failure to pay such interest, as the case 
may be, in all respects as if the California Corpora- 
tion had continued in possession of said property and 
premises. 


Section 2. In case default shall be made in the 
payment of any semi-annual instalment of interest on 
any bond hereby secured when the same shall become 
payable, and any such instalment shall remain unpaid 
for a period of six months, or in case default shall be 
made in the payment annually to the Trustee of any 
sum payable for the sinking fund as provided in Article 
Nine of this Indenture, and any such last-mentioned de- 
fault shall continue for a period of six months after 
written notice thereof to the California Corporation 
from the Trustee, or in case an order or decree shall be 
made for the appointment of a receiver of the California 
Corporation or of the properties subject to the lien 
hereof or any part thereof, the Trustee may, and, upon 


82 


the written request of holders of a majority in amount 
of the bonds hereby secured then outstanding, shall, by 
notice in writing delivered to the California Corpora- 
tion, declare the principal of all bonds hereby secured 
then outstanding to be due and payable immediately, 
and upon any such declaration the same shall become 
and be immediately due and payable, anything in this 
Indenture or in said bonds contained to the contrary 
notwithstanding. This provision is, however, subject to 
the condition that if, at any time after the principal of 
said bonds shall have been so declared due and payable, 
and before any sale of the mortgaged and pledged prem- 
ises and property or any part thereof shall have been 
had, all arrears of interest upon all bonds hereby se- 
cured then outstanding, with interest on overdue in- 
stalments of interest, and all expenses properly in- 
curred by the Trustee and by any receiver duly ap- 
pointed of the mortgaged and pledged premises and 
property or any part thereof, and the compensation of 
the Trustee and of such receiver, and all liens and 
charges having priority to or preference over the lien 
of these presents upon the mortgaged and pledged prem- 
ises and property, or any part thereof, or upon the in- 
come thereof, including all taxes, assessments and gov- 
ernmental charges lawfully imposed thereon, and all 
taxes, assessments and governmental charges lawfully 
imposed upon the lien or interest of the Trustee under 
this Indenture which, by the terms hereof, the Cali- 
fornia Corporation is under obligation to pay, shall be 
paid by the California Corporation to the Trustee, or 


83 


in case such amounts shall have been collected out of 
the income of the mortgaged and pledged premises and 
property before any sale of the mortgaged and pledged 
premises and property or any part thereof shall have 
been had, and if any receiver of the California Corpora- 
tion or of its property theretofore appointed shall have 
been discharged and possession of the property and busi- 
ness of the California Corporation restored to it, and if 
any proceeding for the winding up or liquidation of the 
business or affairs of the California Corporation there- 
tofore taken shall have been discontinued, then and in 
every such case, such declaration and its consequences 
shall ipso facto be rescinded and annulled; but no such 
rescission and annullment shall extend to or affect any 
subsequent default, or impair any right consequent 
thereon. 


Section 3. If one or more of the events of default 
shall happen, the Trustee, with or without entry, per- 
sonally or by attorney, in its discretion either (a) may 
sell at public auction all and singular the mortgaged and 
pledged premises and property, rights and franchises, 
and all stocks, bonds and other obligations, contracts, 
agreements and interests of every description held by 
the Trustee or in any manner subject to this indenture, 
and all right, title, interest, claim and demand therein, 
and right of redemption thereof, or (b) may proceed to 
protect and enforce all the rights of the bondholders 
under this Indenture, by a suit or suits in equity or at 
law either for the specific performance of any covenant 
or agreement contained herein or in aid of the execu- 


84 


tion of any power herein granted or for the foreclosure 
of this Indenture or for any default or for the collec- 
tion of the interest or principal, or both, or for the en- 
forcement of any other appropriate legal or equitable 
remedy, as the Trustee shall deem most effectual in 
support of any of its rights or duties hereunder. 


Section 4. Upon filing a bill in equity or upon other 
commencement of judicial proceedings, as provided in 
the foregoing Section of this Article, the Trustee shall 
be entitled to exercise the right of entry herein con- 
ferred, and any and all rights and powers herein con- 
ferred and provided to be exercised by the Trustee upon 
the occurrence and continuance of any default as here- 
inbefore provided, and, as a matter of right, the Trustee 
shall be entitled to the appointment of a receiver of the 
premises and property hereby mortgaged and pledged, 
and of the tolls, earnings, revenue, rents, issues, profits 
and other income thereof, with such power as the 
court making such appointment shall confer, and shall 
be entitled to the application by any such receiver of the 
net income for the benefit of the holders of the bonds 
issued hereunder, in accordance with the trusts herein 
declared. Except as herein expressly provided to the 
contrary, no remedy in this Indenture conferred upon 
or reserved to the Trustee and bondholders is intended 
to be exclusive of any other remedy, but every remedy 
in this Indenture provided shall be cumulative and 
shall be in addition to every other remedy given here- 
under or now or hereafter existing at law or in equity 
or by statute; and every power and remedy given by 


8) 


this Indenture to the Trustee or to the bondholders 
may be exercised from time to time and as often as 
may be deemed expedient. No delay or omission of 
the Trustee, or of any holder of bonds hereby secured, 
to exercise any right or power arising from any default 
shall impair any such right or power or shall be con- 
strued to be a waiver of any such default or an acquies- 
cence therein. In case the Trustee shall have proceeded 
to enforce any right under this Indenture by foreclos- 
ure, entry or otherwise, and such proceedings shall 
have been discontinued and abandoned because of a 
waiver or for any other reason, or shall have been de- 
termined adversely to the Trustee, then and in every © 
such case the California Corporation and the Trustee | 
shall severally and respectively be restored to their 
former position and rights hereunder in respect of the 
mortgaged and pledged premises and property, and all 
rights, remedies and powers of the Trustee shall con- 
tinue as though no such proceedings had been taken. 


SEcTIoNn 5. In the event of any sale under or by virtue 
of the power of sale herein contained or by virtue of judi- 
cial proceedings, the whole of the premises and property 
hereby conveyed, mortgaged or pledged, including all 
stocks, bonds and other obligations, agreements, con- 
tracts and interests of every description, held by the 
Trustee or in any way subject to this Indenture, shall 
be sold in one parcel as an entirety, unless the Trustee — 
shall elect to sell in several parcels; but, if the holders 
of a majority in amount of bonds hereby secured then 
outstanding shall in writing request the Trustee to cause 


86 


said premises and property to be sold either in one 
parcel as an entirety or in several parcels, the sale shall, 
so far as the law may allow, be made in one parcel as 
an entirety or in several parcels as may be specified 
in such request, and at such time or times, and place or 
places, as may be designated therein; but any sale of 
the mortgaged property and franchises and property 
appurtenant thereto or appertaining to the use thereof 
shall be made at the City and County of San F'ran- 
cisco, in the State of California. 

Notice of any such sale shall state the time and 
place when and where the same is to be made, and 
shall contain a brief general description of the prop- 
erty to be sold, and shall be published once in each 
week for at least six successive weeks prior to such 
sale in a newspaper published in San Francisco, Cali- 
fornia, and a newspaper published in New York City, 
New York. ) 

The Trustee may adjourn or cause to be adjourned 
any such sale from time to time by announcement at 
the time and place appointed for such sale, or for such 
adjourned sale, and, without further notice or publica- 
tion, such sale may be made at the time and place to 
which the same shall be so adjourned. 


Section 6. In case of sale of the mortgaged or 
pledged premises or property, whether under the power 
of sale hereby granted or pursuant to judicial proceed- 
ings, the whole of the principal sum of the bonds hereby 
secured, if not previously due, shall, at the option of the 


87 


Trustee or of the holders of a majority in amount of the 
bonds hereby secured and then outstanding, at once be- 
come due and payable, anything in said bonds or in this 
Indenture to the contrary notwithstanding. 


Section 7. California Corporation covenants and 
agrees that it will not at any time insist upon, or plead, 
or in any manner whatever claim, or take the benefit or 
advantage of any stay or extension law now or at any 
time hereafter in force, nor will it claim, take or insist 
upon any benefit or advantage from any law now or 
hereafter in force providing for the valuation or ap- 
praisement of the mortgaged or pledged premises or 
property prior to any sale or sales thereof; nor will 
ut, after any such sale or sales, claim or _ exer- 
cise any right under any statute to redeem the prop- 
erty so sold or any part thereof; and it hereby . 
expressly waives all benefit and advantage of any 
such law or laws, and covenants that it will not hin- 
der, delay or impede the execution of any power herein 
granted and delegated to the Trustee, but that it will 
suffer and permit the execution of every such power as 
though no such law or laws had been made or enacted. 
In case any law such as is hereinabove in this Section 
mentioned or referred to and now in force, of which 
the California Corporation might take advantage despite 
the provisions hereof, shall hereafter be repealed or 
cease to be in force, such law shall not be deemed to 
have become or to constitute any part of the contract 
contained in this Indenture. 


88 


Section 8. Upon the completion of any sale or sales 
the Trustee shall execute and deliver to the accepted 
purchaser or purchasers a deed or deeds of transfer and 
release of the premises and property sold, or shall exe- 
cute and deliver in conjunction with the deed or deeds of 
the person or officer conducting such sale a proper re- 
lease of such premises and property, and the Trustee 
shall deliver to such purchaser or purchasers all bonds, 
obligations and the certificates of all shares of stock, 
agreements and contracts, held by it and sold to such 
purchaser or purchasers together with proper assign- 
ments and transfers of such bonds, obligations and 
shares, agreements and contracts. The Trustee and its 
successor or successors are hereby appointed the true 
and lawful attorney or attorneys irrevocable of the Cali- 
fornia Corporation, in its name and stead, to make all 
necessary deeds of conveyance, sale and transfer of the 
premises and property hereby conveyed, mortgaged or 
pledged, and for that purpose may execute all necessary 
acts of conveyance, assignment and transfer, and may 
substitute one or more persons with like power, the Cali- 
fornia Corporation hereby ratifying and confirming all 
that its said attorney or attorneys, or such substitute or 
substitutes, shall lawfully do by virtue hereof. Any such 
sale or sales made under or by virtue of this Indenture, 
either under the power of sale hereby granted and 
conferred, or under or by virtue of judicial proceedings, 
shall divest all right, title, interest, estate, claim and de- 
mand whatsoever, either at law or in equity, of the Cali- 
fornia Corporation, of, in and to the premises and prop- 


89 


erty sold, and shall be a perpetual bar both at law and 
in equity against the California Corporation, its succes- 
sors and assigns, and against any and all persons claim- 
ing or to claim the premises and property sold or any 
part thereof, from, through or under the California Cor- 
poration, its successors or assigns. Nevertheless, the 
California Corporation shall, if so requested by the 
Trustee, ratify and confirm such sale by executing and 
delivering to the Trustee or to such purchaser or pur- 
chasers, all proper deeds, conveyances and releases as 
may be designated in such request. 

The receipt of the Trustee or of the person or officer 
conducting any such sale shall be a sufficient discharge 
for the purchase money to any purchaser of the prop- 
erty, or any part thereof, sold as aforesaid, and no such 
purchaser, nor his representatives, grantees or assigns, 
after paying such purchase money and receiving such 
receipt, shall be bound to see to the application of such 
purchase money upon or for any trust or purpose of this 
Indenture, or be answerable in any manner whatsoever 
for any loss, misapplication or non-application of any 
such purchase money or any part thereof. | 


Section 9. The purchase money, proceeds or avails 
of any sale of the mortgaged and pledged premises and 
property, together with any other moneys which may 
then be held by the Trustee or be payable to it under 
any of the provisions of this Indenture as part of the 
trust estate, shall be applied as follows: } 

First. To the payment of the costs, expenses, fees 
and other charges of said sale, and a reasonable com- 


90 


pensation to the Trustee, its agents and attorneys, and 
the payment of all expenses, liabilities and advances in- 
curred or disbursements made by the Trustee, and to. 
the payment of all taxes, assessments or liens prior to 
the lien of these presents, except any taxes, assessments 
or other superior liens subject to which such sale shall 
have been made. 


Second. To the payment of the whole amount due, 
owing or unpaid upon the bonds hereby secured for 
principal and interest, with interest on the overdue in- 
stalments of interest at the rate of five per cent. per 
annum, and, in case such proceeds shall be insufficient 
to pay in full the whole amount so due and unpaid upon 
the said bonds, then to the payment of such principal 
and interest without preference or priority of principal 
over interest or of interest over principal or of any in- 
stalment of interest over any other instalment of inter- 
est, ratably, according to the aggregate of such principal! 
and the accrued and unpaid interest, subject, however, to 
Section 6 of Article Four hereof. 


Third. Any surplus then remaining to the California 
Corporation, its successors or assigns, or to whomsoever 
may be lawfully entitled to receive the same. 


Section 10. In case of sale of the mortgaged and 
pledged premises and property or any part thereof, the 
purchaser, in settlement or payment for the property 
purchased, shall be entitled to use and apply towards 
payment of the purchase price of the property purchased 
any bonds and any matured and unpaid interest and 
coupons hereby secured, by presenting such bonds, and 


coupons (in the case of coupon bonds) so that there may 
be credited and endorsed or stamped as paid thereon the 
sums applicable to such payment out of the net proceeds 
of such sale as provided in Section 9 of this Article; and 
such purchaser shall thereupon be credited on account 
of the purchase price payable by him with the sums so 
applicable and credited on the bonds and coupons so 
presented. Such bonds and coupons so presented by 
the purchaser shall be deemed to be paid only to the 
extent of the amounts so credited as paid thereon; pro- 
vided, however, that no coupon, the payment of which 
shall have been extended, or which shall have been trans- 
ferred or pledged separate and apart from the bond to 
which it relates, unless accompanied by such bond, shall 
be accepted on account of payment of purchase money 
for said property. 


At any such sale the Trustee, or any bondholders or 
their agents, may bid for and purchase such property 
and may make payment therefor as aforesaid, and, upon 
compliance with the terms of sale, may hold, retain and 
dispose of such property without further accountability. 


Section 11. Upon the written request of the holders of 
twenty per cent. in amount of the bonds hereby secured 
then outstanding, in case of any default as aforesaid, 
it shall be the duty of the Trustee to give to the Califor- 
nia Corporation any notice of default which the Trustee 
is authorized to give hereunder, and upon being 
indemnified as hereinafter provided, to take all needful 
steps for the protection and enforcement of its rights and 
the rights of the holders of the bonds hereby secured, or 


92 


to exercise the powers of entry and sale herein conferred, 
or to commence appropriate judicial proceedings by ac- 
tion, suit or otherwise, as the Trustee shal deem most ex- 
pedient in the interest of the holders of the bonds hereby 
secured; but, anything in this Indenture contained to the 
contrary notwithstanding, the holders of a majority in 
amount of the bonds hereby secured and outstanding, 
shall have the right, from time to time, if they so elect 
and manifest such election by an instrument in writing, 
executed and delivered to the Trustee, to direct and con- 
trol the method of conducting any and all proceedings 
for any sale of the premises and property hereby con- 
veyed, mortgaged and pledged, or for the foreclosure 
of this Indenture, or for the appointment of a receiver, 
or any other action or proceeding hereunder, and for 
such purpose to instruct the Trustee to exercise its right 
of election to declare said bonds due or to waive the 
exercise of the same, or, if exercised, to annul the same 
or to institute, continue or discontinue any proceedings 
hereunder; and no such action by the Trustee, or by such 
majority, in at any time waiving any default or other- 
wise, shall extend to or be taken to affect any subse- 
quent default, or impair any right resulting therefrom. 
But nothing herein contained shall be construed as re- 
quiring any direction or action on the part of bond- 
‘holders to enable the Trustee to act in its discretion in 
any case where such action by bondholders is not herein 
expressly required. 


Section 12. In case default shall be made in the pay- 
ment of any interest on any bond hereby secured, or in 


93 


case default shall be made in the payment of the prin- 
cipal of any such bond when the same shall become pay- 
able, whether at the maturity of said bond, or by declar- 
ation as authorized by this Indenture, or by a sale of the 
mortgaged and pledged premises and property as here- 
inbefore provided, then, upon demand of the Trustee, 
the California Corporation agrees and covenants that it 
will pay to the Trustee, for the benefit of the holders of 
the bonds and coupons hereby secured and then out- 
standing, the whole amount which shall then be due and 
payable on all such bonds and coupons for principal or 
interest, or both, as the case may be, with interest upon 
the overdue principal and instalments of interest; and, 
in case the California Corporation shall fail to pay the 
same forthwith upon such demand, the Trustee, in its 
own name and as trustee of an express trust, shall be 
entitled to recover judgment for the whole amount so 
due and unpaid. The Trustee shall be entitled to re- 
cover judgment as aforesaid before or after or during 
the pendency of any proceeding for the enforcement of 
the len of this Indenture upon the mortgaged and 
pledged premises and property, and the right of the Trus- 
tee to recover such judgment shall not be affected by any 
entry or sale hereunder, or by the exercise of any other 
right, power or remedy for the enforcement of the provi- 
sions of this Indenture, or by the foreclosure of the lien 
hereof; and in case of a sale of the mortgaged and 
pledged premises and property, either under any power 
hereby granted or under judicial decree, and of the appli- 
cation of the proceeds of sale to the payment of the mort- 


94 


gage debt, the Trustee in its own name and as Trustee of 
an express trust, shall be entitled to receive and to enforce 
payment of any and all deficiency or amounts then re- 
maining due and unpaid upon any and all of the bonds 
issued hereunder and then outstanding for the benefit of 
the holders hereof, and shall be entitled to recover judg- 
ment for any portion of the mortgage debt remaining 
unpaid, with interest. No recovery of any judgment by 
the Trustee and no levy of any execution under any such 
judgment upon property subject to the lien of this In- 
denture, or upon any other property, shall in any man- 
ner, or to any extent, affect or impair the lien of the 
Trustee upon the mortgaged and pledged premises and 
property or any part thereof, or any rights, powers, or 
remedies of the Trustee hereunder, or any rights, 
powers, or remedies of the holders of the bonds hereby 
secured, but such lien, rights, powers and remedies shall 
continue unaffected and unimpaired as before, except as 
against the purchaser of the mortgaged and pledged 
premises and other property at any sale made by the 
Trustee hereunder or under judicial decree. Any 
moneys thus recovered or collected by the Trustee 
under this Article, less the cost and expenses 
of collection and the reasonable compensation of 
the Trustee, shall be applied by the Trustee towards 
payment to the holders of such bonds and coupons 
of the amounts due and unpaid upon such bonds and cou- 
pons respectively, such payment in every instance to be 
made ratably, and without any preference or priority, 
upon presentation of the respective bonds and coupons 


95 


and endorsement of such payment thereon, if partly 
paid, or upon cancellation thereof, if paid in full, subject 
however to the provisions of Section 6 of Article Four 
hereof. | 


Notwithstanding the foregoing provisions of this sec- 
tion, the powers hereby granted to the Trustee are 
strictly subject to the limitation that if, by the com- 
mencement of any action at law to recover judgment for 
any amount due and unpaid upon said bonds or here- 
under, or by the exercise of any other remedy prior to or 
concurrently with proceedings to enforce the lien of this 
Indenture upon the mortgaged and pledged premises 
and property, the lien of this Indenture upon said prem- 
ises and property or the security hereby provided for 
would, despite the foregoing provisions of this section, 
be surrendered, waived or lost, the Trustee shall have 
no power to commence such action at law or to exercise 
such prior or concurrent remedy. But in case any stat- 
ute now in force providing in terms or effect that the 
commencement of an action to recover a debt secured by 
mortgage shall be deemed a waiver of such security, or 
prohibiting the exercise of any other remedy prior to or 
concurrently with proceedings to enforce the lien of a 
mortgage upon the premises mortgaged, or any statute 
which now impairs or suspends the virtue of the fore- 
going provisions of this section and of which the Cali- 
fornia Corporation might take advantage, despite said 
provisions, shall hereafter be repealed or cease to be in 
force, such statute shall not be deemed to have become 


96 


or to be a part of the contract contained in this Inden- 
ture. 


Section 13. Any request or other instrument re- 
quired by this Indenture to be signed or executed by 
bondholders may be in any number of documents of 
similar tenor, and may be signed or executed by such 
bondholders in person, or by agent or attorney appointed 
in writing. Proof of the execution of such a request or 
other instrument, or of a writing appointing any such 
agent or attorney, or of the holding by any person of 
coupon bonds transferable by delivery, or of the owner- 
ship of registered bonds, shall be sufficient for any pur- 
pose of this Indenture and shall be conclusive in favor 
of the Trustee with regard to any action taken by it 
under such request or other instrument, if made in the 
following manner, viz.: (1) The fact and date of the 
execution by any person of any such request or other 
instrument or writing may be proved by the certificate 
of any notary public or other officer authorized to take 
acknowledgments of deeds to be recorded in any State 
within the United States, certifying that the person sign- 
ing such request or other instrument acknowledged to 
him the execution thereof, or by the affidavit of a wit- 
ness to such execution duly sworn to before any such 
notary public or other officer. (2) The amount of cou- 
pon bonds transferable by delivery held by any person 
executing any such request or other instrument as a 
bondholder, and the amounts and issue numbers of the 
bonds held by such person and the date of his holding 
the same, may be proved by a certificate executed by 


97 


any trust company, bank, or other depositary (wherever 
situated) whose certificate may be deemed by the T'rus- 
tee to be satisfactory, showing that such person had on 
deposit with such depositary or exhibited to it the bonds 
described in such certificate at the date therein men- 
tioned. (3) The ownership of registered bonds shall 
be proved by the books for the registry of such bonds 
provided for in this Indenture. 


The Trustee shall not be bound to recognize any per- 
son as a bondholder unless and until his title to the 
bonds held by him is proved in the manner prescribed in 
this Section. 


Section 14. No holder of any bond or coupon hereby 
secured shall have any right to institute any suit, ac- 
tion or proceeding at law or in equity upon or in respect 
of this Indenture, or for the execution of any trust or 
power thereof, or for the appoimtment of a receiver, or 
for any other remedy under or upon this Indenture, un- 
less such holder shall previously have given to the Trus- 
tee written notice of any existing default and of the 
continuance thereof as hereinbefore provided; nor unless 
also the holders of twenty per cent in amount of the bonds 
hereby secured then outstanding shall have made written 
request to the Trustee and shall have afforded to it rea- 
sonable opportunity itself to proceed to exercise the 
powers hereinbefore granted, or to institute such action, 
suit or proceeding in its own name, nor unless, also, 
such holder or holders shall have offered to the Trustee 
satisfactory security and indemnity against the costs, 
expenses and liabilities to be incurred therein or thereby, 


98 


and the Trustee shall have refused or neglected to com- 
ply with such request within a reasonable time there- 
after; and such notification, request, and offer of in- 
demnity are hereby declared, in every such case, at the 
option of the Trustee, to be conditions precedent to any 
action or cause of action for foreclosure or for the ap- 
pointment of a receiver, and to the institution of any 
such suit, action or proceeding and to any other remedy 
hereunder ; it being understood and intended that no one 
or more holders of bonds or coupons shall have any 
right in any manner whatever to affect, disturb or preju- 
dice the lien of this Indenture by his or their action, or 
to enforce any right hereunder, except in the manner 
herein provided, and that all proceedings hereunder at 
law or in equity shall be instituted, had and maintained 
in the manner herein provided and for the equal benefit 
of all holders of such outstanding bonds and coupons, 
and that any action, suit or proceeding instituted by 
bondholders under this Section shall be controlled by 
the holders of a majority in amount of the bonds secured 
hereby and then outstanding, as provided in Section 11 
of this Article. 


Section 15. In case the California Corporation shall 
make default in any of the respects mentioned in this 
article and at any time during the continuance of such 
default there shall be any existing judgment against the 
California Corporation unstayed and unsecured by bond 
on appeal, or in case, in any judicial proceeding by any 
party other than the Trustee, a receiver of the California 
Corporation shall be appointed, or a judgment or order 


99 


entered for the sequestration of its property, the Trustee 
shall be entitled forthwith, and, if it shall so elect, with- 
out declaring the principal of the bonds secured hereby 
to be due and payable, to exercise the right of entry 
herein conferred without awaiting the expiration of the 
prescribed period of default, and also any and all other 
rights and powers in this Indenture conferred and pro- 
vided to be exercised by the Trustee upon the occur- 
rence and continuance of default as hereinbefore pro- 
vided; and, as a matter of right, the Trustee shall there- 
upon be entitled to the appointment of a receiver of the 
mortgaged and pledged franchises and property and of 
the tolls, earnings, income, rents, issues and profits 
thereof, with such powers as the court making such ap- 


pointment shall confer. 


ARTICLE SEVEN. 


RELEASES OF MORTGAGED PROPERTY. 


Section 1. On the written request of the President or 
Vice-President of the California Corporation approved 
of or authorized by the resolution of its Board of Direc- 
tors from time to time while the California Corporation 
is In possession thereof, but subject to the conditions 
and limitations in this section prescribed and not other- 
wise, the Trustee shall release from the lien and opera- 
tion of this Indenture any part of the mortgaged prop- 
erty and premises (excepting the agreement for the 
purchase of the stock of the South Yuba Water Com- 
pany and shares of stock pledged under this Indenture) 
provided that no part of the property and premises sub- 


100 


ject to this indenture shall be released hereunder unless 
at the time of such release it no longer shall be neces- 
sary or advantageous to retain the same for the opera- 
tion, maintenance or use in the business of the California 
Corporation and no such release shall be made unless 
the California Corporation shall have sold or shall have 
contracted to exchange for other property or to sell 
the property so to be released. The proceeds of any 
and all such sales and all moneys received as compensa- 
tion for any property subject to this Indenture taken by 
exercise of the power of eminent domain (unless applied 
in accordance with the requirements of the said In- 
dentures severally and respectively constituting prior 
liens on the mortgaged and pledged premises or on 
parts thereof) shall be held by the Trustee and applied 
at the request of the California Corporation, with the 
approval of the Trustee to the purchase of other prop- 
erty, real or personal or for betterments of or improve- 
ments upon any part of the mortgaged premises, or 
added to the sinking fund and used as_ other 
moneys in the sinking fund are used, for purchas- 
ing or redeeming any of the bonds issued here- 
under, or any underlying bonds. Any new property ac- 
quired by the California Corporation to take the place 
_of any property released hereunder ipso facto shall be- 
come and be subject to this Indenture as much as if spe- 
cifically mortgaged or assigned hereby, but, if requested 
by the Trustee, the California Corporation will convey 
and assign the same to the Trustee by appropriate deeds 
or other instruments upon the trusts and for the pur- 


101 


poses of this Indenture and will cause the same to be re- 
corded and filed in such manner as to properly secure 
and continue the lien of this Indenture thereon. The 
California Corporation from time to time, while in pos- 
session of any of the property subject to this Indenture, 
also shall have full power, in its discretion, to dispose 
of any portion of the apparatus, machinery, equipment, 
- tools and implements at any time subject to the lien 
hereof, which may have become worn out or otherwise 
unfit for use, replacing the same by new apparatus, 
machinery, equipment, tools or implements of equal 
value, which shall be subject to this Indenture. In no 
event shall any purchaser or purchasers of any property 
sold or disposed of under any provision of this article 
be required to see to the application of the purchase 
money paid under the provisions of this article. Nothing 
in this Indenture shall interfere with the right of the 
California Corporation in regular course of business to 
dispose of, free from the lien of this Indenture, any 
bonds or bills receivable held in its treasury or in the 
treasury of any constituent company, and to use the pro- 
ceeds thereof for its general corporate purposes. 


Section 2. In case any of the property subject to this 
Indenture shall be in the possession of a receiver law- 
fully appointed, the powers in and by this article con- 
ferred upon the California Corporation may be exer 
cised by such receiver with the approval of the Trustee, 
and if the Trustee shall be in possession of any such 
property under any provision of this Indenture then all 
of the powers by this article conferred upon the Cali- 


102 


fornia Corporation may be exercised by the Trustee in 
its discretion. 


Section 3. A certificate signed by the President or 
Vice-President or Chief Engineer of the California Cor- 
poration may be received by the Trustee as conclusive 
evidence of any of the facts mentioned in this article 
and shall be full warrant and protection to the Trustee 
for its action on the faith thereof, but the Trustee may, 
in its discretion, at the expense of the California Cor- 
poration, through agents or otherwise, make such inde- 
pendent investigation of said facts as it may deem 


necessary. 


Section 4. Nothing in this article contained shall be 
construed to authorize the California Corporation, so 
long as any bonds are outstanding under the General 
and Collateral Trust Mortgage of the Pacific Company, 
dated January 2, 1906, to sell or convey any of its prop- 
erty contrary to the covenants or conditions of the said 
General and Collateral Trust Mortgage, or to require the 
Trustee hereunder to execute any release of any prop- 
erty subject. to the len hereof except such property as 
the California Corporation shall have the right to sell or 
convey under the terms and conditions of said General 
and Collateral Trust Mortgage. | 


ARTICLE EIGHT. 
REDEMPTION OF BONDS. 
Section 1. The California Corporation may, upon 


any semi-annual interest day prior to the date of the 


103 


maturity of the bonds issued under this Indenture, pay 
and redeem all of said bonds, but not any part thereof 
less than all, at their face value and a premium of ten 
per cent. and accrued interest, provided that not less 
than sixty days’ previous notice of the intention to 
make such redemption shall have been given, by mail, | 
to the holders of coupon bonds which have been reg- 
istered and of registered bonds at the addresses, if 
any, furnished by them to the California Corporation, 
and by publication at least once a week for eight suc- 
cessive weeks in at least one daily newspaper of the City 
of San Francisco, California, and in one daily news- 
paper published in New York City, and such notice 
shall state that the California Corporation will redeem 
all of said bonds at their face value and a premium of 
ten per cent. and accrued interest on the day specified 
‘in such notice, such day being not less than sixty days 
nor more than three calendar months from the date of 
the first publication of such notice, and that after said 
date interest upon said bonds will cease to accrue. 


Section 2. Upon the completion of the publication of 
said notice of redemption, there shall become due and 
payable by the California Corporation on the day of re- 
demption specified in said notice, at the office or agency 
of the California Corporation in the City of San Fran- 
cisco, the principal of all the then outstanding bonds 
hereby secured, together with the interest then due 
thereon and a premium of ten per cent. of the face value 
of said bonds, and thereupon the California Corporation 
shall pay such principal and said premium, upon the 


104 


presentation of said bonds for payment as provided in 
Section 3 of this article. 


Section 3. Such redemption shall be provided for and 
“made by depositing with the Trustee (which shall be 
the fiscal agent of the California Corporation for this 
purpose) in gold coin of the United States of America 
of or equal to the present standard of weight and fine- 
ness, or its equivalent, such sum as may be sufficient to 
pay the principal and the premium of the bonds and the 
interest accrued up to the date of redemption upon all of 
the bonds hereby secured and at the time outstanding, 
and if such deposit shall be made all interest shall 
cease to accrue upon said bonds after the date of re- 
demption specified in the notice provided for by this 
article, and the coupons or claims for interest subsequent 
to said date shall be and become void. All bonds re- 
deemed and paid as in this article provided shall forth- 
with be canceled in the presence of a representative of 
the Trustee and a representative of the California Cor- 
poration, and the Trustee shall thereupon note upon 
this Indenture the fact of such cancellation and deliver 
the bonds so canceled, together with the coupons apper- 
taining thereto, to the California Corporation. 


Section 4. The redemption provided for by this article 
shall not be made so long as any bonds secured by the 
General and Collateral Trust Mortgage of the Pacific 
Company remain outstanding. 


105 


ARTICLE NINE. 
SINKING FUND. 


Srction 1. The California Corporation will create and 
maintain a sinking fund, to be specially applied to the 
purchase, redemption, and payment of the underlying 
bonds and of the bonds issued under this Indenture on or 
before their maturity, and for that purpose will pay to 
the Trustee on the first day of November, 1912, and on 
the same day in each and every year thereafter to 
and including 1916, the sum of $450,000; on the first 
day of November, 1917, and on the same day in each 
and every year thereafter up to and including the 
year 1921, the sum of $550,000; on the first day of No- 
vember, 1922, and on the same day in each and every 
year thereafter up to and including 1926, the sum of 
$700,000; and on the first day of November, 1927, and. 
on the same day of each and every year thereafter up 
to and including the year 1936, the sum of $900,000, pro- 
vided, however, that the California Corporation may, at 
its option, in place of making such annual payment in 
cash, deliver to the Trustee. bonds owned by it and 
issued under this Indenture, or any of said underlying 
bonds, which shall be received by the Trustee at par and 
accrued interest in place of cash and thereafter shall be 
set apart and held by the Trustee for the purposes of 
said sinking fund. The California Corporation shall 
have the right to deduct from any such annual pay- 
ment to be made by it on account of the sinking fund 
herein provided all sums paid by it during the year next 
preceding the date when such sinking fund payment is 


106 


payable, on account of the sinking funds required to be 
created and maintained under the respective mortgages 
securing the payment of the underlying bonds, upon 
filing with the Trustee satisfactory receipts or other evi- 
dence showing the making of such payments. 


Immediately upon any payment being made into the 
sinking fund, the Trustee shall in its discretion either 
purchase in the open market at the then market price 
thereof, but not exceeding par and accrued interest, as 
many of the bonds issued under this Indenture or in 
the discretion of the Trustee as many of the underlying 

bonds as can be acquired with the sum so paid, and any 
additional funds that the Trustee may then have in its 
possession for the account of such sinking fund, or shall 
publish notice in one daily newspaper in the City of San 
Francisco and in the City of New York, for such length 
of time as the board of directors of the California Cor- 
poration or its executive committee may order, not less 
than once a week for four weeks, that bonds issued under 
this Indenture or underlying bonds, as the Trustee may 
determine, will be purchased therewith for the sinking 
fund, and inviting bids for the sale of such bonds at 
prices to be named by the bidders, and upon the recep- 
tion of said bids the lowest bid or bids (not more than 
110% of their face value and accrued interest) may be 
accepted and bonds purchased to the extent of the money 
in the sinking fund. 


Section 2. If the Trustee shall not purchase, as pro- 
vided in Section 1 hereof, a sufficient number of bonds 


107 


to permit the investment therein of all moneys avail- 
able for such purpose in the sinking fund within sixty 
days after the payment of any instalment of said sink- 
ing fund moneys to the Trustee, the Trustee may, and 
upon the request of the California Corporation shall, 
thereupon draw by lot a number of bonds, sufficient, at 
the price of one hundred and ten per cent. of their face 
value and accrued interest, to absorb all of said avail- 
able moneys, and shall thereupon advertise the num- 
bers of the bonds so drawn, ina daily newspaper of gen- 
eral circulation in the City of San Francisco and in a 
daily newspaper of general circulation in the City of 
New York once a week for three successive weeks, and 
by such advertisement shall require such bonds so num- 
bered to be presented at the office of the Trustee (which 
for that purpose shall be the agency of the California 
Corporation) on a date specified in such advertisement. 
such date being not less than thirty days nor more 
than forty-two days from the date of the first publica- 
tion of such advertisement, and shall state that interest 
upon said bonds so numbered will cease to accrue upon 
said date therein named for the presentation of said 
bonds. If any of said bonds so drawn be registered, or 
be registered bonds, a similar notice shall be sent by the 
Trustee to the registered holder thereof at his address 
as the same appears upon the bond register. 


Interest upon the bonds so drawn shall cease to accrue 
on a date to be named in said advertisement and on or 
after said day said bonds, upon presentation and surren- 
der thereof with all matured coupons, if coupon bonds, 


108 


shall be purchased by the Trustee for the California Cor- 
poration at the price of one hundred and ten per cent. of 
the face value thereof and accrued interest to said date. 
If any of the bonds so drawn shall not be presented for 
payment, the moneys applicable to the payment of such 
bonds shall thereafter be held by the Trustee upon a 
special trust for the redemption of such bonds when 
the same shall be presented and surrendered; provided 
that if any of said bonds shall not be presented and 
surrendered within six years from the date so fixed, 
the moneys so held upon special trust for their re- 
demption shall cease to be held upon such special trust 
and shall be added to the other sinking-fund moneys 
and thereafter applied as if such moneys had never 
been set aside for the redemption of bonds. 


Any surplus at any time remaining after the re- 
demption of bonds as above provided, except such 
moneys as are held in special trust as aforesaid, so 
long as such moneys are so held, shall be held by the 
Trustee to be added to and used in connection with 
additional payments made to it from time to time by the 
California Corporation under this article. In the event 
of redemption by the California Corporation at any 
time of all the outstanding bonds secured by this In- 
denture, all moneys then in the hands of the Trustee 
under the provisions of this article or any other provi- 
sion of this Indenture shall be payable to the California 
Corporation and, upon its request, evidenced by a certi- 
fied copy of a resolution of its board of directors, shall 


109 


be applied by the Trustee, to the extent of such moneys, 
to the redemption and payment of said bonds. 


Section 3. All bonds at any time held by the Trustee 
for the sinking fund, including bonds redeemed from the 
sinking fund as provided in Section 2, shall be held by 
the Trustee as purchaser and shall continue to be nego- 
tiable and to draw interest, and such interest shall be 
added to and become a part of the sinking fund, pro- 
vided that when all of any issue of underlying bonds 
shall have been deposited with the Trustee subject to this 
Indenture, as herein previded, except such bonds of said 
issue then in the sinking fund, such last-mentioned bonds 
shall be treated as if so deposited with the Trustee here- 
under and shall be retired and canceled simultaneously 
with and upon the same terms and conditions as the other 
bonds of said issue. 


ARTICLE TEN. 
POSSESSION OF MORTGAGED PROPERTY UNTIL DEFAULT. 


Section 1. Until some default shall have been made 
in the due and punctual payment of the interest or the 
principal of the bonds hereby secured, or of some part 
of such interest or principal, or in the due and punctual 
performance and observance of some covenant or con- 
dition hereof obligatory upon the California Corpora- 
tion, and until such default shall have continued beyond 
the period of grace, if any, herein provided in respect 
thereof, the California Corporation, its successors and 
assigns, shall be suffered and permitted to retain actual 


110 


possession of all the property and premises hereby 
mortgaged, and to manage, operate and use the same 
and every part thereof, with the rights and franchises 
appertaining thereto, and to collect, receive, take, use 
and enjoy the tolls, earnings, income, rents, issues and 
profits thereof. 


Section 2. If, when the bonds hereby secured shall 
have become due and payable, the California Corpora. 
tion shall well and truly pay, or cause to be paid, the 
whole amount of the principal moneys and the interest 
due upon all of the bonds and the coupons for interest 
upon coupon bonds hereby secured and then outstanding, 
or shall provide for such payment by depositing with 
the said Trustee hereunder, for the payment of such 
bonds and coupons, the entire amount due and to become 
due thereon for principal and interest, or shall at any 
time deliver or cause to be delivered to the Trustee for 
cancellation and destruction all of the bonds issued here- 
under; together with all unmatured coupons thereunto 
belonging, and shall also pay or cause to be paid all 
other sums payable hereunder and shall well and truly 
keep, perform and observe all the things herein required 
to be kept, performed and observed by it according to 
the true intent and meaning of this Indenture, then and 
in that case all property, rights and interests hereby 
conveyed shall revert to the California Corporation, or 
to whomsoever may be entitled thereto, and the estate, 
right, title and interest of the Trustee therein shall 
thereupon cease, determine and become void, and the 
Trustee, in such case, on demand of the California Cor- 


111 


poration, and at its cost and expense, shall enter satis- 
faction and discharge of this Indenture upon the public 
records, and deliver to the California Corporation, or 
to whomsoever may be entitled thereto, all securities, 
moneys or other property held by it as Trustee here- 
under. 


ARTICLE ELEVEN. 
CONCERNING THE TRUSTEE. 


Section 1. The Trustee may select and employ, in and 
about the execution of the trusts hereby created and 
the duties hereby imposed, suitable agents, attorneys 
and counsel, whose reasonable compensation shall be 
paid by the party of the first part to the Trustee, or, 
in default of such payment, shall be a charge upon the 
property hereby conveyed and the proceeds thereof para- | 
mount to the bonds issued hereunder and the interest 
thereon. The Trustee shall not be answerable for the 
default or misconduct of any agent, attorney, counsel 
or employee appointed by it in pursuance hereof if such 
agent, attorney, counsel or employee shall have been 
selected with reasonable care, nor for anything what- 
ever in connection with this trust, except for its willful 
misconduct or gross negligence. The Trustee shall not 
be personally lable for any debts contracted. by it, nor 
for damages to persons or property nor for salaries or 
non-fulfillment of contracts, during any period wherein 
the Trustee shall manage the trust premises or property 
upon entry or voluntary surrender as aforesaid. The 
Trustee shall not be responsible for the filing or record- 


112 


ing of this Indenture, and shall not be required to file or 
record the same as a chattel mortgage, nor to do any act 
whatever, other than the acceptance of this trust, for 
creating, perfecting or continuing the lien of this Inden- 
ture, nor to give notice of the existence of the lien hereof 
nor to extend or supplement the lien sought to be created 
hereby; but the California Corporation covenants that 
it will with all convenient speed cause this Indenture to 
be duly filed and recorded, and that it will do all other 
things requisite to create, perfect and continue the lien 
hereof. 


The recitals, declarations and statements of fact 
herein contained, as also those contained in the bonds 
issued under the authority hereof, shall be taken as re- 
citals, declarations or statements made by the California 
Corporation and shall not be construed as made by the 
Trustee, and the Trustee shall not be held in any 
wise liable or responsible for any thereof or for or under 
any covenants in this Indenture contained made by the 
California Corporation. Neither shall the Trustee be 
responsible for the application by the California Cor- 
poration of the bonds issued hereunder or the proceeds 
of said bonds. 


The Trustee shall have no responsibility for or in re- 
spect of the validity or sufficiency of this Indenture, nor 
of the due execution thereof by the California Corpora. 
tion, nor of the lien purported or intended to be hereby 
created, nor for or in respect of the title or value of the 
property hereinbefore or at any time hereafter con- 
veyed or intended so to be. 


113 


The Trustee shall be under no duty to pay, nor to 
keep itself informed as to the payment of rents, taxes, 
or assessments upon the property hereinbefore de- 
scribed, nor to effect insurance against fire or other 
damage to any portion of the said property or to renew 
any policies of fire or other insurance thereon. The 
Trustee may, however, in its discretion, at the expense 
of the party of the first part, or of the trust estate, do 
or procure to be done any or all of the matters or things 
in this paragraph set forth; but no such action on its 
part shall be construed as a waiver of its exemption 


from responsibility therefor. 


Srection 2. The Trustee shall not be under any obli- 
gation to take any action towards the execution or en- 
forcement of the trusts hereby created, which, in its 
opinion, will be likely to involve it in expense or liability, 
nor to defend any suit in respect hereof unless one or 
more of the holders of the bonds hereby secured shall, 
as often as required by the Trustee, furnish it satisfac- 
tory security and indemnity against such expense or 
liability, nor to take notice of any default hereunder un- 
less notified in writing of such default by the holders 
of at least twenty per cent. in amount of the bonds 
hereby secured then outstanding, nor to take any action 
in respect of any default unless requested to take action 
in respect thereof by a writing signed by the holders of 
not less than twenty per cent. in amount of the bonds 
hereby secured and then outstanding, nor (except in 
case of a request to the Trustee to give notice of de- 
fault as provided in Section 11 of Article Six) unless ten- 


114 


dered satisfactory security and indemnity as aforesaid, 
anything herein contained to the contrary notwithstand- 
ing; but the foregoing provisions of this section are in- 
tended only for the protection of the Trustee and shall 
not be construed to limit or affect any discretion or 
* power by any provision of this Indenture given to the 
Trustee to determine whether or not it shall take action 
in respect of such default, nor any power or discretion 
of the Trustee to take action in respect of any default 
without such notice or request from bondholders. 


The Trustee shall be protected and held harmless in 
acting upon any notice, request, consent, certificate, bond 
or other instrument or paper, provided for in this In- 
denture and believed by it to be genuine and to have 
been signed or executed by the proper party, and shall 
be entitled to receive the same in its discretion as con- 
elusive proof of any fact or matter therein contained 
upon which or by reason whereof the Trustee may be 
required to act or in its discretion may act. As to any 
fact upon which the Trustee shall be required or per- 
mitted to take, or refrain from taking, action in re- 
spect of which this Indenture does not make specific 
provision for the evidence upon which the Trustee may 
act, the Trustee may accept as conclusive the certificate 
of the President or Vice-President and Secretary or 
Treasurer of the California Corporation. 

The Trustee shall be entitled to reasonable compensa- 
tion for all services rendered by it in the execution of 
the trusts hereby created, which compensation, as well 
as all its reasonable expenses necessarily incurred or 


115 


actually disbursed hereunder, including counsel fees, the 
California Corporation agrees to pay, and the Trustee 
shall have a lien prior to the lien of this Indenture upon 
the property hereby mortgaged for the payment of its 
compensation and reasonable expenses incurred here- 


under. 


Section 3. The Trustee or any trustee hereafter ap- 
pointed may resign and be discharged from the trusts 
created by this Indenture by giving notice thereof to 
the California Corporation and to the bondholders, by 
publication, at least twice a week for four successive 
weeks, in one newspaper at that time published in the 
City of New York, in the State of New York, and one 
newspaper published in the City and County of San 
Francisco, in the State of California. 


The Trustee may be removed at any time by an in- 
strument in writing executed by or by vote of the holders 
of seventy-five per cent. in amount of the bonds hereby 
secured and then outstanding, but no such removal shall 
be made before any default hereunder shall have oc- 
curred without the written consent of the California 
Corporation, its successors or assigns. 


Section 4. In case at any time the Trustee or any 
Trustee hereafter appointed shall resign or be removed 
or otherwise become incapable of acting, a successor 
or successors may be selected by the said bondholders’ 
committee, and if said bondholders’ committee shall fail 
for ten days to make such selection, or if the Trustee 
selected by the bondholders’ committee shall fail or re- 


116 


fuse so to act, then such Trustee may be appointed by 
the holders of a majority in amount of the bonds hereby 
secured and then outstanding, by an instrument or con- 
current instruments or counterparts signed by such 
bondholders or their agents duly authorized, provided, 
nevertheless, and it is hereby agreed and declared that, 
in case at any time there shall be a vacancy in the office 
of Trustee hereunder, not filled by said bondholders’ 
committee as aforesaid, the California Corporation, by 
an instrument executed by order of its board of direc- 
tors, may appoint a Trustee to fill such vacancy until a 
new Trustee shall be appointed by the bondholders as 
herein authorized. The California Corporation shall 
thereupon publish notice of such appointment at least 
once a week for four successive weeks in a newspaper 
published in the city of New York, in the State of New 
York, and a newspaper published in the City and County 
of San Francisco, in the State of California; but any 
new Trustee so appointed by the California Corporation 
shall immediately and without further act be superseded 
by the Trustee appointed in the manner above provided 
by the holders of the majority in amount of the bonds 
hereby secured, if so appointed within one year after 
the first publication of such last-mentioned notice. Every 
Trustee hereunder shall be a Trust Company in good 
standing doing business in the State of California, if 
there be such Trust Company willing, able and qualified 
to accept the trust upon reasonable and customary terms. 


Any new Trustee so appointed hereunder shall ex- 
ecute, acknowledge and deliver to the Trustee last in 


117 


office, and also to the California Corporation, an instru- 
ment accepting such appointment hereunder, and there- 
upon such new Trustee, without any further act, deed 
or conveyance, shall become vested with all the estates, 
properties, rights, powers and trusts of its predecessor 
in the trusts hereunder with like effect as if originally 
named as Trustee herein; but the Trustee ceasing to 
act shall, nevertheless, on the written demand of the 
new Trustee, execute and deliver an instrument convey- 
ing and transferring to such new Trustee, upon the 
trusts herein expressed, all the estates, properties, 
rights, powers and trusts of the Trustee so resigning 
or removed, and shall duly assign, transfer and deliver 
all property and moneys held by such Trustee to the 


! 


new Trustee so appointed in its place. 


Should any deed, conveyance or instrument in writing 
from the California Corporation be required by any 
new Trustee, for more fully and certainly vesting in 
and confirming to such new Trustee such estate, rights, 
powers and trusts, any and all such deeds, conveyances 
and instruments in writing shall on request be made, 
executed, acknowledged and delivered by it. 


Section 5. The party of the second part accepts the 
trusts hereby created and agrees to perform the same, 
and has become a party hereto in order to signify such 
acceptance and agreement, but only upon the terms and 
conditions hereinabove set forth. 


118 


ARTICLE TWELVE. 


SUNDRY PROVISIONS. 


Section 1. The right is expressly reserved to the 
California Corporation to make a conveyance and trans- 
fer, subject to the continuing lien of this Indenture and 
to all the provisions thereof, of all the mortgaged and 
pledged premises and property as an entirety to the 
Pacific Gas and Electric Company, a Corporation or- 
ganized and existing under the laws of California, with 
its principal office and place of business in the City 
and County of San Francisco; provided, however, that 
such conveyance and transfer shall not impair the len 
and security of this Indenture, or any of the rights or 
powers of the Trustee, or of the bondholders hereunder, 
and that, in any such conveyance and transfer, to be 
executed by both parties thereto, the due and punctual 
payment of the principal and interest of all of said bonds 
then outstanding, according to their tenor, and the due 
and punctual performance and observance of all the 
covenants and conditions of this Indenture, shall be as- 
sumed by the Pacific Gas and Electric Company. 


Section 2. In case the California Corporation, pur- 
suant to Section 1 of this article, shall convey and trans- 
fer subject to this Indenture, all the mortgaged and 
pledged premises and property as an entirety as afore- 
said: to the Pacific Gas and Electric Company, such 
Company shall succeed to, and be substituted for, the 
California Corporation, party of the first part hereto, 
with the same effect as if it had been named herein as 


ng 


party of the first part, and said Pacific Gas and Hlec- 
tric Company thereupon may cause to be signed, and 
may issue, either in its own name or in the name of 
California Gas and Electric Corporation, any or all of 
such bonds which shall not theretofore have been signed 
by the California Corporation and certified by the Trus- 
tee; and upon the order of said Pacific Gas and Elec- 
tric Company in lieu of the California Corporation, and 
subject to all the terms, conditions and restrictions herein 
prescribed, the Trustee may certify and deliver any of 
such bonds which shall have been previously signed and 
delivered by the officers of the California Corporation to 
the Trustee for certification, and any of such bonds 
which the Pacific Gas and Electric Company shall there- 
after cause to be signed and delivered to the said Trus- 
tee for that purpose. All the bonds so issued shall in 
all respects have the same legal rank and security as 
the bonds theretofore or thereafter issued in accordance 
with the terms of this Indenture. 


Section 8. All the covenants, stipulations, promises 
and agreements in this Indenture contained, by or in 
behalf of the California Corporation, shall bind its suc- 
cessors and assigns, whether so expressed or not. For 
every purpose of this Indenture, including the execution, 
issue and use of any and all bonds hereby secured, the 
terms ‘‘California Corporation’’ and ‘‘California Gas 
and Electric Corporation’’ include and mean not only 
the party of the first part hereto, but also the Pacific 
Gas and Electric Company as the successor of the Cali- 
fornia Corporation. Such successor corporation, which 


120 


shall be lawfully vested with the ownership of the prop- 
erty subject to this Indenture, shall possess and from 
time to time may exercise each and every right and 
power hereunder of the California Gas and Hlectric 
Corporation in its name or otherwise. Any act or pro. 
ceeding by any provision of this Indenture required to 
be done or taken by any board or officer of the California 
Corporation shall and may be done or taken with like 
force and effect by the like board or officer of Pacific 
Gas and Electric Company. 


Except when otherwise indicated, the words ‘‘the 
Trustee’’, or any other equivalent term, as used in this 
Indenture, shall be held and construed to mean the 
Trustee for the time being hereunder, whether original 
or successor, and the words, ‘‘Trustee,’’ ‘‘bond,’’ ‘‘bond- 
holder,’’ ‘‘holder,’’ shall include the plural as well as 
the singular number. 


Section 4. The California Corporation and the Trus- 
tee may deem and treat the bearer of any coupon bond 
hereby secured, which shall not at the time be regis- 
tered as hereinbefore authorized, and the bearer of any 
coupon for interest on any such bond, whether such bond 
shall be registered or not, as the absolute owner of such 
bond or coupon, as the case may be, for the purpose of 
receiving payment thereof and for all other purposes; 
and neither the California Corporation nor the Trus- 
tee shall be affected by any notice to the contrary. 


The California Corporation and the Trustee may deem 
and treat the person in whose name any registered bond 


121 


without coupons, issued hereunder, shall be registered 
upon the books of the California Corporation, as herein- 
before provided, as the absolute owner of such bond for 
the purpose of receiving payment of, or on account of, the 
’ principal and interest of such bond, and for all other pur- 
poses, and may deem and treat the person in whose name 
any coupon bond shall be so registered as the absolute 
owner thereof for the purpose of receiving payment of, or 
on account of the principal thereof, and for all other pur- 
poses except to receive payments of interest represented 
by outstanding coupons; and all such payments so made 
to such registered holder, for the time being, or upon 
his order, shall be valid and effectual to satisfy and dis- 
charge the liability upon such bond to the extent of the 
sum or sums so paid. 


Section 5. No recourse under or upon any obligation, 
covenant or agreement of this Indenture, or of any bond 
or coupon hereby secured, shall be had against any in- 
corporator, or any past, present or future stockholder of 
the California Corporation, or of any successor cor- 
poration, either directly or through the California Cor- 
poration, by virtue of any constitution, statute or rule 
of law, or by the enforcement of any assessment or 
otherwise; or against any officer or director of the Cali- 
fornia Corporation whenever he may act or have acted 
as such, by reason of any matter prior to the date hereof, 
except his own wrongdoing, it being expressly agreed 
and understood by and between the parties hereto and 
the holders of all of the bonds secured hereby that this 
mortgage and the obligations hereby secured are solely 


122 


corporate obligations and that no personal liability shall 
attach to, or be incurred by the incorporators, stock- 
holders, officers or directors of the California Corpora- 
tion, or of any successor corporation, or any of them, 
under or by reason of any of the obligations, covenants 
or agreements contained in this Indenture, or in any of 
the bonds or coupons hereby secured, or implied there- 
from; and that any and all such personal liability of 
every name and nature, either in common law or in 
equity, or by statute or constitution, of every such incor- 
porator, stockholder, officer or director, is hereby ex- 
pressly waived as a condition of, and consideration for 
the execution and issue of this mortgage and such bonds 
and coupons. 


Section 6. The term ‘‘outstanding’’ bonds as used in 
this Indenture includes all underlying bonds now owned 
by the California Corporation, or by the South Yuba 
Water Company, or by any constituent company of the 
California Corporation, and all bonds now or at any 
time hereafter held in any sinking fund and which 
continue to be negotiable whether such bond be in the 
sinking fund created by this Indenture or any sinking 


fund created by any mortgage securing underlying 
bonds. 


Section 7. In order to facilitate the recording of this 
Indenture, it may be simultaneously executed in twenty- 
five or a less number of counterparts, each of which 
shall be deemed to be an original and such counterparts 
shall together constitute one and the same instrument. 


123 


ARTICLE THIRTEEN. 


Nothing in this Indenture expressed or implied is 
intended or shall be construed to confer upon or to give 
to any person or corporation other than the parties 
hereto and the holders of the bonds issued hereunder 
any right, remedy, or claim under or by reason of this 
Indenture or any covenant, condition, or stipulation 
hereof, and all the covenants, stipulations, promises, and 
agreements in this Indenture contained by or on behalf 
of the California Corporation shall be for the sole 
and exclusive benefit of the parties hereto and the hold- 
ers of the bonds secured hereby. 


IN WITNESS WHEREOF, CALIFORNIA Gas AND ELECTRIC 
Corporation, the party of the first part, and, as evi- 
dence of the acceptance of the trust, Union Trust Com- 
PANY OF San Francisco, the party of the second part, 
have caused these presents to be duly executed by their 
respective presidents or vice-presidents and by their 
respective secretaries or assistant secretaries, thereunto 
duly authorized, and their respective corporate seals to 
be hereunto affixed, as of the day and year first above 
written. 

Cattrornia Gas anp ELEcrRric CoRPORATION, 
By Joun A. Brrrron, President. 


(Seal of California Gas and 
Electric Corporation.) 


Attest: D.H. Foorn, Secretary. 


Union Trust Company or San Francisco, 
By I. W. Hetuman, Jr., Vice-President. 


(Seal of Union Trust Company 
of San Francisco.) 


Attest: Cuas. J. Drzrine, Secretary. 


124 


Signed, sealed and delivered on behalf of CaLirornia 


Gas anp Exectric CorporaTIon, in the presence of 


R. J. CANTRELL. 


Signed, sealed and delivered on behalf of Union TRust 


CoMPANY oF San Francisco, in the presence of 


State of California, 
City and County of San Francisco.—ss. 


On this 24th day of January, in the year. 1908, before 
me, R. J. Cantrell, a Notary Public in and for said City 
and County, residing therein, duly commissioned and 
sworn, personally appeared John A. Britton and D. H. 
Foote, known to me to be the President aud Secretary, 
respectively, of the California Gas and Electric Corpo- 
ration, one of the corporations described in and that exe- 
cuted ‘the within and annexed instrument, and acknowl- 
edged to me that such corporation executed the same. 


In witness whereof I have hereunto set my hand and 
affixed my official seal at my office in the City and County 
of San Francisco the day and year in this certificate first 
above written. 


(Notarial Seal) R. J. CANTRELL, 


Notary Public in and for the City and County 
of San Francisco, State of California. 


125 


State of California, 
City and County of San Francisco.—ss. 


On this 31st day of January, in the year 1908, before 
me, A. K. Daggett, a Notary Public in and for said City 
and County, residing therein, duly commissioned, and 
sworn, personally appeared Isaias W. Hellman, Jr., and 
Charles J. Deering, known to me to be the Vice-Presi- 
dent and Secretary, respectively, of the Union Trust 
Company of San Francisco, one of the corporations de- 
scribed in and that executed the within and annexed 
instrument, and acknowledged to me that such corpora- 
tion executed the same. 


In witness whereof I have hereunto set my hand and 
affixed my official seal at my office in the City and 
County of San Francisco, the day and year in this cer- 
tificate first above written. | 

(Notarial Seal) A. K. Daaeert, 


Notary Public in and for the City and County 
of San Francisco, State of California. 


State of California, 


City and County of San Francisco.—ss. 


John A. Britton and D. H. Foote, being first duly 
sworn, each for himself doth depose and say: 


That said Britton is the President of the California 
Gas and Electric Corporation, a corporation duly organ- 
ized and existing under and by virtue of the laws of the 
State of California, and said Foote is its Secretary; that 


126 


the annexed and preceding mortgage is made in good 
faith and without any design to hinder, delay or defraud 


creditors. 
JoHN A. Britton. 


D. H. Foor. 
Subscribed and sworn to before me this 24th day of 
January, A. D. 1908. 


(Notarial Seal) R. J. CANTRELL, 


Notary Public in and for the City and County 
of San Francisco, State of California. 


State of California, 
City and County of San Francisco.—ss. 
Isaias W. Hellman, Jr., and Charles J. Deering, being 
first duly sworn, each for himself doth depose and say: 


That said Hellman is the Vice-President of the Union 
Trust Company of San Francisco, a corporation duly 
organized under and by virtue of the laws of the State 
of California, and said Deering is its Secretary; that the 
annexed and preceding mortgage is made in good faith 
and without any design to hinder, delay or defraud 
creditors. 

I. W. Hetuman, Jr. 
Cuas. J. DrErina. 


Subscribed and sworn to before me this 31st day of 
January, A. D. 1908. 


(Notarial Seal) A. K. Dacezrt, 


Notary Public in and for the City and County 
of San Francisco, State of California. 


127 


RECORDATION. 

The foregoing mortgage was recorded January 31, 
1908, in Liber 61 of Mortgages at page 27, in the County 
Recorder’s office of the City and County of San Fran- 
cisco; and on February 3, 1908, in Liber 820 of Mort- 
gages, page 250, in Alameda County; in Liber 50 of 
Mortgages, page 1, in Butte County; in Liber 53 of 
Mortgages, page 1, in Contra Costa County; in Liber 34 
of Mortgages, page 1, in Colusa County; in Liber 3 of 
Mortgages, page 220, in El Dorado County; in Liber 201 
of Mortgages, page 1, in Fresno County; in Liber 29 of 
Mortgages, page 98, in Marin County; in Liber 62 of 
Mortgages, page 228, in Napa County; in Liber 36 of 
Mortgages, page 1, in Nevada County; in Liber 128 of 
Mortgages, page 8, of Sacramento County; in Liber 51 
of Mortgages, page 255, in San Mateo County; in Liber 
147 of Mortgages, page 297, in Santa Cruz County; in 
Liber 109 of Mortgages, page 1, in Solano County; in 
Liber 169 of Mortgages, page 21, in Sonoma County; in 
Liber 20 of Mortgages, page 124, in Tuolumne County; 
and in Liber 26 of Mortgages, page 1, in Yuba County; 
on February 4, 1908, in Liber Z of Mortgages, page 269, 
in Sutter County; on February 6, 1908, in Liber B83 of 
Mortgages, page 193, in San Joaquin County; and it 
has also been recorded in the County Recorders’ offices 
of the Counties of Alpine, Amador, Calaveras, Placer, 
Plumas, Santa Clara, and Yolo. Said instrument has 
also been recorded as a trust deed and as a mortgage of 
personal property in the County Recorder’s office of 
each of the counties of California therein and above 


mentioned. 
128 


INDEX 


(Not a part of the foregoing Mortgage.) 


' 


Pee OtA AGS) OF: COUSLY DYE. BUR GES cise hiate Kiaisce ea alwge ea lcometaronadend elle miatial 8 att 118 
MUTRERIE TS UCSC OTL soe aie: Whereas) ane adi wis Asehaise Wa’ ae bse eilalaraaties State a NB UMA! ea) a Wily 19, 46 
Authentication of instruments signed by bondholders............. 97 
Authorization of bonds and mortgage by Board of Directors...... 19 


B 


ave COUntieSs, FOWEr: COL LTRU MOUs amel! © ae wing asrdlave waited aieal a eras Oko 3 
Bay Counties Power Co. first mortgage, refunding of............. 47 
Bay Counties Power Co. second mortgage .................002085 4 
Bay Counties Power Co. second mortgage, refunding of.......... 47 
Pav COUN UES LE OWer CO SIRS NETIC 2 oes elute eaceraie Sid kere lorie aialays late 4 
Berkeley Hlectric Lighting ‘Co. mortzage. 2... les. ee eae wee 14 
Berkeley Electric Lighting Co. mortgage, refunding of............ 49 
TORSIOT. SAILS OL IDONCEL AN VILIN Go) cch i vile ck agua sinheralataels ole kim Aldine e a 107 
DIU UAReaIW ALOP CG MOLES OLS fe Gey eiaane ald wie al aiiaio ues pau every alt en rone te 7 
Blue Lakes Water Co. mortgage, refunding oOf.................008. 49 
PROTEC LEAN OF), COUPON soils eis prurabeee De caw wad a bie Oe wkr ally lal disienWlere tah elatatia's «ile 21 
SOM Ur AOT NOL VOC IBCOT EU piib-ceh aye\ dl bin: wen ararudnatanalels ey a wincete, eke aald Mlaana ane 26 
Bondholders, instruments SiZNESd) DV ss o.2)ai. oe aise Sisis plele eisielslenel de G eeveis 97 
Bondholders, limitation on right to commence actions............. 98 
Bondholders, majority in amount may control procedure........ 86, 93 
Bondholders may. purchase, property ss li WN cee ovine osc wleue eldlesiels 92 
BODGNGINSTE TOMCUIGR OL viele we Gaede Ne analalb ater maleate ao Moar bye le ens (aq 
‘Bondholders’ committee, consent to issue against canceled bonds.. 52 
Bondholders’ committee, consent to issue remaining bonds........ 59 
POOINLED SETENOULELE DOL said se alate aie sehen aretar hk hoe antiga tLe a ete atin Dawe Prabal rene 19, 46 
DONS.) COVENANT) BE LO BALA OL MMe Ke Wa iaier ins tala eteiniellelsl sugnaraishaiecutel ara cete a 62 
BOGS OG Verena inaityayara stele ane ules a eet beara are terart arava MOOR AUN Ute lene Nee 54, 55 
BOUGS) Gra wi, OV 10t LOT, SIN KINS TUNG Uetog ce ee btael athe oiatand le PA 108 
Bonds, exchange unifying for underlying...............00ce eee 50 
Bonds, exchange of coupon and registered..............0.ee000- 41, 42 


Bonds, exchange for different denominations..................... 42 


il 


Page 
Bonds: sOXeCution VOL ie SVS eee ate ei bis gkte wee ece le adele Sts aaa 39 
Bonds ‘for Detter Ment i hah Ne Ne ee ina clie C ue ae aia aie 18, 54 
Bonds; 'FOLM, Oli ek aie she hws ss ole el aloe ie: wi esas ape lal testal cies carey aia Meh creas tata 21, 26 
Bonds: mutilatedor destroyed: siiee eae ee a ee wc a 45 
Bonds; One NUuUNdred | GOMar eee einen sicalay aie aie aia lars oe aanoke setae 38, 42 
Bonds, outstanding Genned vais ci wale eve piece tales 1a waster suehuiats ch ola eeteanene 123 
Bonds,; Ownersbip) OF; v2). 6i2 eso ei ha ns Oa ate Witual to laf ace col Cer 121 
Bonds, payment for property may be made in...............eeeee oT 
Bonds ‘pledwed with: Trustees isco ile o soaee ee ia a er esa taa oaueratte rae 70, 80 
Bonds, redemption of underlying. ost eae eee 18, 46, 50, 71 
Bonds, registration OF) 3 ayo ev oreie we Sees ss hots lane eve ele lele eae meee 40 
Bonds reserved to discharge liens upon purchased property....... 57 
BOWGS; TOMDOLALY ig dake les eo shaoles boRidal es aca car wnatre mabe 1G) Nika pitt tua ence a a4 
Bonds: ‘to‘retire floating debt ee ese oe eels ae eee L1;:53 
BOnGs) WNCGeSrLy IMS ee Sie eer ae eee ad ee ba ae 46 
Bonds, ‘underlying; toi be pala soy W ees sien oieaey dre ete wie ee eee 64 

C 

California Central Gas & Electric Co. mortgage.................-. 14 
California Central Gas & Electric Co. mortgage, refunding of...... 47 
California Central Gas & Electric Co. sinking ‘fund: ooo iene 15 
California Gas & Electric Corporation mortgage.................6. 15 
California Gas & Electric Corporation mortgage, refunding of...... 46 
California Gas & Electric Corporation sinking fund............... 16 
CAllaAble NrOvishonse oe ee ee ee OR se oe SNe Se a rete ea 104 
Cancellation of redeemed bonds..................... Gg a 70; 105 
Central California Electric Co., covenants as to............... 65, 68, 69 
Central: California Electric Co. mortgage foes cc i de ecole ns 13 
Central California Electric Co. mortgage, refunding of............ 48 
Central: Blectric: Railway. Co. morteage yes eral cae eke nme 9 
Central Electric Railway Co. mortgage, refunding of.............. 49 
Central Electric Railway Co; sinkine fund). fe 10 
Certificate as to creation of bonded indebtedness.................. 19 
Certificate as to status and date of issue of underlying bonds...... 53 
Certificate of Chief Engineer and of President................... 52, 55 
Certificate required’ to release, property., ..:.\ cl Us edaten View ota ees 103 
Contract for-sale ol DOnds ey Nie oak ae ee aap va Cet Or aan lee Ui 56 


Page 
REPS UPTIOTOMIICTE er LOTIIN OL a) 0 Gale) Doe olen passe vie cpa dle wie pia clade wat eats weenie 21 
ROESEL UME KIMMEL CADTNLGRED IED ct pti otto ar atk hate Gale! dia aicl ac Kin afdow oe ceta he aie a READ he Se aah 25 
Covenant as to issue of stock by constituent companies........... 67 
RAVEN OTC LOS TIPLOLILY “OL 10T) wi loli ects ¢ 0 wikis e Siaie rie alnia’s cleke a em dark 61 
Covenant-as to repairs and inSUrance.. vy ccs. cce cae ees welds Petes 68 
fevattenene lO «sel@ OL DONUS : say's ce 6.x b's wie otera supsle deters ate tanlors settel elats 62 
MPPVLLETLO TARO LON LAROS i's esta eid W tie'gincli ave ia GW alas cial si cre, les hehe cretuts Sane 61 
Covenant not to extend time of payment of coupons.............. io 
POVONANCLOVLLVG LUTChOr ASSUTAN CES? . ye a'oasila sda erie oi oM@iete eee e 64 
Covenant to pay principal and interest without deductions........ 59 
Covenant to pay underlying bonds and interest at maturity........ 64 
MP VOUAIESOUINM elICCOBSOLA rs sae sive e sire keine ate eclety ate claldiatal trata oar 120 

D 
be POEL ETAT) CO CEMeNeL ar Sc etme ot we cl alert tec oleh gia aia « alaie, auido elo! eg ewave Wels atauniele' ond 111 
PTE UCR TEC) COT UNL Sy ah lacs <' wlohe c Praha u, Chiveie -a,2 die aa age ore Dye Hook vg IN bare ee 121 
Deficiency, Trustee may enforce payment of.................2008- 94 
AwENOL VE (NC NOTICED dctetcislatie o oha'eis wnt tao Alm be pani tale ae ash al Wx eravamnin ier elals 54, 55 
RIGO INATON IL | DONC irchci Meth otetae oie sede Gale ete bok Skee hae Oke 37 
BPCROLIIUION OL DTODErty. MOLLE AZEd 25's othe cals ele Roc wre ond Nyu aici Rievoele as 31 
a JEVANONCHs OL SLOOK DLO chia c's) caves aha wie cigar d ete eta aietwleiel aie gai ata Sts 72, 80 
E 

modaersement/On Cersain ‘COUPON. DONS so, saci ec ies a kk wipes claus > 38 
PE CUANTOPCUATR SO LOR 2s.) iitiaciciatatsl doolalelale ip aibls seus Gah eck ate laedl ape 43 
Exchange of coupon for registered bonds...................0000. 42 
Exchange of coupon bonds of different denominations............ 42 
Exchange of registered for coupon bonds................0202 eee 41 
Exchange of underlying for unifying bonds..................000% 50 
PX SCUUON ANG TeListration Of HOME yo iicts)cpatrtereis wieietebere oon a.ek maine & 37 
Execution of instruments in number of counterparts........... 46s 128 
MEDENSCS OLIES1O OL DODEL UV ss sictyars Crain lb ieietpiecales ole s@ MOEN woe e's ioe walla win 90 


-Floating debt, issuance of bonds to pay............ccccsecees 17, 18, 538 
Foreclosure of underlying mMortZages...........cccc cece ccc eces 74, 75 


iV 


I Page 
Insured; Property tO: De Kepte eo ee Sn ae eta 68 
Instruments to be signed by bondholders may be concurrent....... 97 
Interest ceases on bonds called for sinking fund.................. 108, 
Investment of: monies in ‘sinking funded eee saan ae 107 
Inviting bids ‘for sale Of DOME. CaS Sehrein tie wut egret une uel nai 107 
Issuance: Of remaining DONS sa .i6sihaieleiPalalersce wie eegmmelee eitbelstaienekasmaneae 54 
Issuance of unifying bonds for betterments......................- 54 
Issuance of unifying bonds on account bonds retired by sinking funds 651 
Issuance of unifying bonds to pay floating debt.................... 53 
Issue and appropriation sof) DONS soo le ees iietule rece simone een 46 


Limitation) on right to redeem. ieee Vin aie Sialeiulk aia) ends ellenarte ral eae tania eunienes 105 
Limitation upon power of Trustee to commence actions........... 96 


M 


Mechanics’ liens, covenant to discharge................ccceecees 61, 68 


Mortgages; foreclosure of underlying) ioc. es ee te Bie 74 
Mutilated or ‘destroyed DONS. clos ee toiullelerare ere et eal stale eestennmnmen 45 


Nevada County Electric Power Co. mortgage..............0cceeees 3 
Nevada County Electric Power Co. mortgage, refunding of........ 47,49 
New property ‘subject:t0 Hem oii ee eh at ee 58 
New Trustee, appointment (Of. 6. iia ie cesarean ate eel Mime when 116 
New York, interest payable in) City ron yi 2 ost! site petestiae) oye eery 21, 25, 26, 60 
New York, registration of bonds in\City Of sci ek eee 29, 40, 60 
Notice of appointment of new Trustee.........0...0..00cc0ee BAU ehaty 117 
NOCICO TOL OLA G iis tc aide he Ri Me a aNa Ih Medal i ate EU eles NT le 92 
Notiee}of intention ‘to; redeem iii saul wauhaaea ie letan lleli eta caer elo 104 
Notice (ol) Sale OF: DFODETEY oni saver Wis ie cilia hoe Aa cies ala tere an phe Geeta aaeaune 87 


Oakland Gas Light .& Heat Co) mortgage sco ye ies a 2 
Oakland Gas Light & Heat Co. mortgage, refunding of............. 48 
Ownership of bonds and coupons, . lo ose ec. VP HAD apeiretuK rs: 121 


Olicers Who! May Sign PONS ee eh OMid Wenn fly iA OE RO 40 


P Page 


Pacific Gas & Electric Co. bonds must be redeemed before unifying 105 
Pacific Gas & Electric Co., certain provisions of general and collat- 


BUA LIUSU MOLLE Ae. CONELOL rl cals Hale wee sls slae ieee ls Oimleadki toe kets. ole 103 
Pacific Gas & Electric Co., conveyance of South Yuba Water Co. or 

Peniral Calrornia mleGiric: GOW tO Wa as isa et oble be Oe hid cieiaaniets 66 
Pacific Gas & Electric Co. may cause bonds to be signed after 

RU TIBET carciiiela ial k Uinsaraiis, aimtatel hala ewe a hi eiene aldo aile'sa le eiaimratale eit Muerte Nt 119 


Pacific Gas & Electric Co., provisions relating to general and col- 


Tateral: Trust MOrcease DONS Ol Fo le oe Ls See Wau dee areu le eens 51 
Pacific Gas & Electric Co., right to convey property to............ 119 
Pacific Gas & Electric Co., supplementary mortgage of............ 20 
PA ELIO RM erly aac ahars lates stats tale ate stank gid dadia’ Ate wnstata de alate Gib el ete a GCS eile Shp 1 
Payment, covenant as to principal and interest................... 59 
Payment of principal and interest of underlying bonds............ 64 
Payment of principal and interest without preference............. 91 
PEAS UOTE OLN SIT DSc le ae vielslal ei eid eae Nala Rig banaie ale Bua ta veer et blade as wea ieee net dilna 91 
Pledged securities, delivery and control of................ 67, 70, 72, 80 
Possession of mortgaged property until default................... 110 
Possession of Trustee or Receiver during continuance of default.. 81 
BPFIOLILY OL OT. COCO FALOI OF sick is vila o dius te sole aie'e eitihes Sara mare alam ears 36 
PETOUST UGE ACOULLEU Voraiers te treidie ¢ elvis care Coote Nene lal atalerarteil ait dale atehen tinal 1 
BTODGLLY COVETOCG DY MOTTE ALO oo ia acids hates aie ave eave wid ane ates 31 
MULOUSAROL OW, CLLIG AVOSUM TAIN aiici cia a wleleseie ates akehatals aie wiatavslularemanctiaakal’: 89 
Purchaser may apply bonds on purchase price.................... $1 
Purposes Of JSh0G101, UNIEVINS) DODGS ii is apacane wicseraere eleva teenie ee a alies 17 

Q 
UO EE LCS ROR SION Rei lore oh dints & coe Rios rar alien ts at geal main a ailatte) ebay ane cone peglen etieles aon sal 119 


Receiver not entitled to possession of pledged securities.......... 81 
PROCELV EL) CAML) OG reiiis te ork cate vada lonedUrar ela neta hal dl Suats) Sharia le ciate’ ala'lasmiatinaertene ee 102 
Receiver, Trustee entitled to appointment of.................... 85, 100 
TLE CCIM DUOTIMOR OLS ar Gis. crate Wises ere ahaha inva, or Wierntw alia elds ellaumts Ghalis tac Sue’ eae te 103 
Redemption of bonds by sinking fund of corporation.............. 17 
ReEAEMIDLON OL UNCer lying) DONS oi. eae wllacyiaca mie ere ruieteaiprens 18, 46, 50, 71 


TIGL ENOL) ULGOLLY LUG ABSLLOB = coiacicicccia seis aha ra eine ee ee alee wk aats 46 


V1 


Page 
Registered :bDONd, “LOVIM OL. F's wid aielnibie wisi te leo ie io 'esa Weslo eae a tote te angie oie 26 
Registered bond, ownership how proved.............cceeccccecees 98 
Registration OF DONS eo) ei ee en ied ci Ro ohn A ra ey 40 
Releases ‘of mortgaged property. io ieee Sie sie ols vie mys wwe cs ble oh: ene inie eee 100 
Remedies of Trustee and bondholders..... vie hoc pon ny oid wh ole a lay RU piase 77 
Repair, property: to: be Kepe ia ee sae Ge ce Wile es siete bis Gielole we ater aie 68 
Replacement of: wornout:, equipments es Oe ee i ol Oe de ee 102 
Resolution of Board of Directors authorizing delivery........... 54, 55 
Resolution of Board of Directors authorizing releases............. 100 
Restoration of rights of corporation and Trustee................ 84, 86 
Retirement, of-underlying) ponds...) cai ies cee Sd ee eee eles 18 
Return OL PLOPSLey yee OTe an oa NN a ea Mpa 80 
Ss 
Sacramento Electric, Gas & Ry. Co. mortgage...............20000- 11 
Sacramento Electric, Gas & Ry. Co. mortgage, refunding of........ 47 
Sacramento Electric, Gas & Ry. Co. sinking fund.................. 11 
Sale:in One ‘or several parcels soc a ace be eee ae ek eee 86 
Sale of bonds, COVeRaAnt AS LO. . wiss'a)2!siaee ae ol siete wis eis we we paelle ccumetionate 62 
Sale of unifying bonds to redeem underlying bonds............... 50 
Sale, proceeds, how ‘applled.i\.. 3 swe eel Ae is Swen eee oe cee 90 
Sales of property covered by underlying mortgages............... 74 
san Mrancisco, bonds registrable/in:'s): vaisije. 56 suse bs ces 6 Memes 40, 60 
San Francisco, interest payable inv. cee cis enews 21, 25, 26, 60 
pan Prancisco, principal payable in. cies ede cae ewe ween x 21, 26, 60, 104 
STO RIBS Ee nna eS ho Aa cat ec a ea 106, 108 
Sinking: tund,’ bonds to be) Kepvialiveds oc. o a vaio. Salus oh ealatoncene 110 
Sinking fund, default in payment of any sum for.................. 82 
Sinking funds of underlying issues, canceled bonds........... eueeEe 
South Yuba Water Co. consolidated mortgage...............cce00- 13 
South Yuba Water Co. consolidated mortgage, refunding of........ 48 
South: Yuba Water.Co, covenants as: tO. <0) 0 ts ee ae ees 65, 68, 69 
south Yuba Water )Co. general Mortgage . oi .). 5 ie disc os sible eee alee os 12 
South Yuba Water Co. general mortgage, refunding of............. 48 
South Yuba. Water @o,-sSinkine Tung ey ii cc vic gs ents oeclni een eine 12 
‘South Yuba Water Co., agreement to purchase stock cannot be re- . 
POR BOS oe) lair i's aoe Riese WG ue Te ACO Ta called ra Tolenl Ca attr elie anarta Nadle eR ap 100 


Page 
Standard Electric Co. mortgage, refunding of...............ce000- 48 
Stay or extension law, corporation not to benefit by............... 88 
SHOCMEOc CONSLILUGILE COMPANIOH 305455 4s oo alacala olay Hcie anieatelers ainsi caters 67 
Stock subject to lien to be held by Trustee............. cece ee eccee 72 
Stockholders’ consent to incurring of indebtedness................ 18 
BCUCRAGIUOLS CLODIUEY OL? WELVOO S. sauce ed sicleaitis whe eiele ale Maes slag vile, s 122 
Stockholders, ratification of increase of bonded indebtedness...... 19 
BOM OR SL WV LOT HUT IOP USAR: a 4.0 she ale din ctr ee Clots d-cik ares aitie ls sian erie 6 
SLOCKLOU: Walter, CO. MOrlteare, TOLUNGINE OL coy desc ese oe ee tetas 48 
BLOCACLOI CWstLetrOO. SITLKINE LUNG i ec ss cane o haldras slartio Galas atte alenieles Ki 

T 

PESOS CO POUANLL, AA UEO ccisivie ts aiele oo stclnia ase stace eid he albyaraih qrerkigie. en iale save 61 
MEIEISIOVELY VESICLE Yu nrek a SiG ee ati clare a, 018 alee ic, fis Bea onetne Digi ahecsutaey a ates tie 43 
PALO AD DOLMLMICN LE OLUTLG Wi. 5 cuca b dies avin d GOAAGe seid ea kine eae ath iels wigs 116 
ene y(n DENS ALIOU.OLiatiae aie 2's a ate A wale a © & oldie alate ay ale Cate e eigtele oiets 115 
Trustee, entitled to appointment of Receiver................... 85, 100 
TUB LOG LOLMr OL Certitucale, cO;DOTNUB. o.tac eis se 2 kee ee caida seks eine wore 30 
SMT Ee CEE a LICE LEY OU shan is aU Sieve og coe cae Te Lee Mee a reed Te ye iota steed wee 112 
Trustee may co-operate with Receiver in managing property..... 81 


Trustee 
Trustee 
Trustee 
Trustee 
Trustee 
Trustee 
Trustee 
Trustee, 
Trustee, 
Trustee, 
Trustee, 
Trustee, 
Trustee, 
Trustee, 
Trustee, 
Trustee, 
Trustee, 
Trustee, 


may purchase at foreclosure sale of underlying mortgages 75 
Hin Vi PULrGuane sLODOLUY. ass cat sla cae hala te tee <i hie ee 92 
may recover judgment and enforce payment deficiency.... 94 
WAVE PEGUILE) IT GOLILLG vhs ae are crates ava Sicilia w ela cin ee erenuai cre ies 114 
Not iaAvlevwion taxes: OT INSUTANCE wae ts ge rslb a Aothaiere ameter hats 114 
Hotrresponsinie: for Kline MOrvenee ys. vasa tesco eee 113 
not responsible for recitals or validity of mortgage....... 113 
POSISTIALIONSOL: TEINOVEL, OF dan das wis wc euelas tf aren sie aa Od ales 115 
Hear oOnm entry Ini case. Of Gefaultais. caw ss sac slotec eeisitens 78 
right of entry without declaring principal due........... 99 
right to apply income from pledged securities........... 80 
right to continue corporate existence of all companies.. 76 
Fightvice MOClIATORDIiUCIDAl CuO ncecwias alee Ornate sulci s ee 82 
right to foreclose underlying mortgages................. 74 
EIS NE LO NAN ASS! PTODOTUY Wal te cels a ola tevided cin chane eo aha brcye rotate la ee 79 
right to sell property or to institute suits............... 84 
right to sell property unnecessary for operation......... 102 
right to vote stock of companies in default.............. io 


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Underlying bonds, redemption Of.................00. viele ss LO, OU, O40 #2 
Underlying Issues ‘enumerated ci eis te wieieie a Gusteya wiblwlecedere ata calnle 46 
Underlying mortvages: Closed ius sk eis viduals ale wise alae ley eee 65 
United Gas (& Blectric Co. MOrteagwe oie wigs Skil wale eis ierelale whee lw wlole aie 8 
United Gas & Electric Co. mortgage, refunding of................. 48 


United Gas '& Hlettric' Co. sinking fund ie ee Sa Wa eo ee 8 


V 


Valley ‘Counties Power (Co. 'Mmorteagzel cece ee Cesare) siele we uaaiemeite 5 
Valley Counties Power Co. mortgage, refunding of................ 47 
Valley Counties Power Co. sinking fund..............0. 0c cece es 5 
Vesting Mue:in: purchaser Ati Sale ysis 5 eevee ibis! bie vee mia llacy wccleacorenanuns 89 
Vesting Title /in: NEW VPrastee fee ee ee eae NUN atts adele A ol alee net ae 118 
Voting of pledgeed iStock slots aie ee lanc sonata renee Ul eel eeaee nies a 73 


Vuba’ Hiectric Power'Ca! morleage nich wipe cig aes wiv Giem ee ela aera 2 
Yuba Electric Power Co. mortgage, refunding of................. 47,49 


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